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SABMiller PLC - Interim Results

RNS Number:0855E
SABMiller PLC
21 November 2002

                                  SABMILLER PLC
                             INTERIM ANNOUNCEMENT


                 GROUP PERFORMANCE IN LINE WITH EXPECTATIONS

London and Johannesburg, 21 November 2002. SABMiller plc, a leading force in
global brewing, today announces its six-month results to 30 September 2002.
Highlights are:

Financial

                                                              2002           2001             % change
                                                              US$m           US$m          US$           £*
Turnover                                                     3,977          2,176           83          74
    - excluding Miller                                       2,670          2,176           23          17
EBITA                                                          553            365           51          44
    - excluding Miller                                         456            365           25          19
Profit before tax                                              374            302           24          18
Adjusted profit before tax                                     491            322           52          45
Adjusted earnings per share (US cents)                        26.8           25.7            4          (1)
Adjusted earnings per share (SA cents) - up 30%              276.7          213.0
Dividend per share (US cents)                                  6.5            6.5            -


* Percentages expressed in terms of £ sterling movements are given above in
order to aid comparability with other FTSE companies and are provided for
information only.


Operational

  * Total beverage volumes up 57% to 75 million hls, organic up 5%
  * Strong performance from Europe - EBITA up 22%
  * South African businesses perform well despite currency decline
  * Africa and Asia profits grow ahead of expectations - EBITA up 52%
  * Miller integration proceeding as planned



Graham Mackay, Chief Executive, commented:

"Our established businesses have delivered good results and improved margins
across the board, while we focus on integrating and positioning the
strategically important new acquisitions in North and Central America.  The
benefits of an increasingly balanced portfolio play an important part in the
group's overall results.  We are working actively on numerous projects at Miller
Brewing Company to improve its performance and are confident that the potential
identified at acquisition will be realised over time."


This announcement, a copy of the slide presentation and video interviews with
management are available on the SABMiller plc website at www.sabmiller.com.
Video interviews with management can also be found at www.cantos.com.

Incorporated in England and Wales (Registration Number 3528416)


CHIEF EXECUTIVE'S REVIEW                                                                                      2



Business review


Operating performance

In the first half of the financial year, our widespread portfolio of businesses
has shown impressive performances in a number of territories in the face of
strong competition and global economic uncertainty.  In all our established
businesses, good results have been delivered, and our focus on productivity
across the group has delivered improved margins in many businesses.

The group recorded organic volume growth of 4.7% for lager beer and a similarly
pleasing 7.1% for carbonated soft drinks (CSDs).  Results for the half year
reflect the increasing benefit of a balanced and diversified portfolio, and our
businesses in Europe, Africa and Asia, and South Africa have all reported strong
underlying earnings growth.  EBITA margins have continued to improve in most of
our businesses, reaching 17% for the group excluding Miller Brewing Company
(Miller), though the lower EBITA margin at Miller has diluted the group's margin
in comparison with prior year.  The acquisition of Miller has significantly
changed the group and, accordingly, results for the half year are not directly
comparable with those of the prior year.

At Miller, the initial focus in this early period has been on the integration of
this business into the group.  Since acquisition, more than ten integration
teams have been working on synergy and performance improvement plans, to ensure
long term value delivery. This work is by no means complete, and some of the
implementation programmes will take up to eighteen months to deliver.  Whilst
Miller had a difficult three months to 30 September, we are confident that it
will live up to our long term expectations and will deliver synergies for the
group in excess of the initial estimate of US$50 million in year three.

In Central America, the process of integrating the beer and CSD operations in
Honduras and El Salvador is well underway, and we are confident of the synergies
and benefits being delivered. Reduced economic conditions in the region have
necessitated an adjustment downward in performance expectations, and faced with
heightened competition in the CSD businesses, we have strengthened our
management team and increased our marketing and promotional activity.

Conversely, our European operations, benefiting from our strategy of building
strong regional brand portfolios, have delivered excellent results, and
profitability has increased across all countries.  This is a very creditable
performance considering the impact of flooding in the Czech Republic and the
highly competitive environments in which we operate. Management has delivered
improved volumes, market shares and margins in the majority of countries, with
particularly strong performances coming from Czech and Poland.

Results from Africa and Asia are also above expectations.  We have seen
excellent trading in our larger African territories of Botswana, Mozambique and
Tanzania and market share gains in the more competitive markets; and our equity
accounted associate, Castel, has also delivered good results.  In China, our
acquisitions in the prior financial year have been successfully integrated, and
a significant improvement in earnings for the first half has been seen, albeit
from a relatively small base.  Our fledgling Indian operation has delivered
positive EBITA.

In South Africa, the rand has been relatively stable throughout the reporting
period though still some 25% down on prior year against the US dollar.  Within
this context, the South African operations reported good results. Beer South
Africa grew EBITA margin by 40 basis points, on similar volumes to those of the
prior year.  Other Beverage Interests and Hotels and Gaming both increased their
US dollar EBITA and improved their margins.



CHIEF EXECUTIVE'S REVIEW  (continued)                                                                       3

Despite the intense management activity during these last six months, both pre
and post the Miller acquisition, it is apparent from the above that operating
management in our established businesses has retained its focus and has
continued to deliver value throughout. In addition, over recent months,
management resources have been strengthened at the corporate centre with key
appointments in the Marketing, HR and Finance functions providing improved
support to our wider portfolio of businesses and better coordination of global
initiatives.

Much has been said in the corporate world about governance and the highly
publicised corporate failures over the past year.  The group continues to act
prudently in its approach to reporting and management is satisfied that strong
risk management processes and internal controls are in place.


General outlook

Significant management resources are being devoted to integrating Miller into
the group and management remains confident of delivering favourable results in
the medium term.

We remain convinced that the fundamentals are in place throughout the group's
various businesses to deliver sound performance and cash flows.  Rand stability,
if maintained for the balance of the financial year, will assist the group to
report real earnings growth for the full year.

We continue to explore opportunities across a wide front as the world brewing
industry shows evidence of further consolidation.


CHIEF EXECUTIVE'S REVIEW  (continued)                                                                       4


Americas:

North America


                                                                                                      2002*
Financial summary                                                                                      US$m

Turnover                                                                                             1,307
EBITA                                                                                                  102£
EBITA margin (%)                                                                                       7.8£

Sales volumes (hl 000's)
Lager - excluding contract brewing                                                                  12,734
Lager - contract brewing                                                                             3,001

* Three months
£ Before integration costs of US$5 million and after one-off FMB launch costs of
US$16 million


The SABMiller integration process regarding Miller is proceeding as planned with
combined teams working on more than ten integration and performance enhancement
projects.  A key initiative is the focus on improving brand equity, particularly
the important Miller Lite brand.  The majority of the marketing spend is being
directed behind our core brands, and the effectiveness monitored closely.  The '
route to market' is an important part of our strategy to rebuild sales momentum,
and we continue to improve distributor relationships to enhance sales execution
and focus on our brands.

As a key component of the SABMiller integration process, substantial work is
being undertaken to enhance the performance culture within Miller in line with
our practices.  This greater emphasis on productivity and performance is
expected to result in both medium and long term benefits.  Areas of focus in the
integration process that are expected to yield medium term cost savings and
benefits in excess of the initial estimate of US$50 million, include: synergies
in procurement (e.g. raw materials and packaging); a reduction in IT costs;
sharing of 'best practice' in areas such as brewing, control systems, freight
logistics etc; operational efficiencies and greater distribution for the Pilsner
Urquell brand in the United States from leveraging Miller's distribution system;
and benefits from rationalisation of the many export offices of PU International
and Miller International.

Many of the above integration and performance improvement projects are still in
their initial phases, and their implementation across many functions and the
expected benefits to flow therefrom can only be expected in the medium term.

Domestic sales volumes were down 2.4% compared with the comparable period in the
prior year, despite the introduction of our flavoured malt beverage (FMB)
portfolio.  Contract brewing volumes have increased by 28%, primarily driven by
the transfer of Pabst volume to Miller breweries from Pabst Lehigh brewery after
its closure in September 2001.  International performance has improved mainly
due to higher export volumes in Mexico and Canada.

Turnover was up 5.1% versus the prior year's quarter. Domestic beer industry
fundamentals for pricing continue to be strong and the improved pricing on
Miller Lite, Miller Genuine Draft, Milwaukee's Best and Miller High Life brands
supported the turnover increase. This favourable pricing was partly offset by
price promotion expenses on our core brands.  Pricing gains were also offset by
lower domestic shipment volumes.  Domestic market share for the nine months to
30 September 2002 was 19.2%, down 0.5% from the prior year period.


CHIEF EXECUTIVE'S REVIEW  (continued)                                                                       5

EBITA for the second quarter was below the estimated EBITA for the prior year.
This change is due mainly to a decline in domestic volumes as well as
substantial increases in marketing spend directed at our trademark brand, Miller
Lite, and upfront support for our recently launched FMB brands.  A positive
component to the margin, which partly offsets the marketing investment, is the
inclusion of the higher margin FMB portfolio of Skyy Blue, Stoli Citrona, Sauza
Diablo, and Jack Daniel's Hard Cola. The growth of the FMB category in the
United States has slowed, but we intend to continue participating in this new
and important segment of the market.


Central America

                                                                                                       2002
Financial summary                                                                                      US$m

Turnover                                                                                               261
EBITA                                                                                                   35£
EBITA margin (%)                                                                                      13.2£

Sales volumes (hl 000's)
Lager                                                                                                  851
Carbonated soft drinks                                                                               3,250
Other beverages                                                                                      1,293

£ Before reorganisation costs of US$4 million


During the extensive restructuring and integration of our businesses, there has
been aggressive CSD competitive activity both in El Salvador and Honduras.
This, combined with a weak economic environment in the region, has adversely
affected volumes, revenues and hence margins.  For the six months, CSD volumes
have declined 6% and beer volumes are 1% up on the prior period.

In El Salvador, focused CSD promotional activity has arrested the market share
decline.  This activity has stimulated the overall market, thus partially
offsetting our market share loss and leaving volumes 3% below prior year.  The
fruit juice market has been negatively affected by the activity in the CSD
market, but we have held market share.

In Honduras, CSD volumes were 7% below the prior year which were artificially
stimulated by abnormal promotional activity. After an initial market share loss
early in the year, our share has been stabilised and the first industry price
increase in almost 2 years has been achieved.

Domestic beer volumes in El Salvador are in line with prior year but export
volumes are below expectation.  Honduran beer volumes are growing for the first
time in three years as a result of improved customer service and sales force
management.

The restructuring process continues as planned.  The El Salvador packaging
manufacturing operations have been closed with the transfer of key assets to
other group operations.  The remaining El Salvador operations are being
integrated and specific cost savings and synergies which exceed those identified
at acquisition are starting to come through.  Rationalisation in Honduras is
also producing cost savings and the benefits will reflect in the financials
earlier than in El Salvador as the integration task in this country is
considerably simpler.

We continue to believe that the integrated beer and CSD model will deliver
improved performance when it is fully entrenched.



CHIEF EXECUTIVE'S REVIEW  (continued)                                                                       6

Europe
                                                                            2002          2001     % change
Financial summary                                                           US$m          US$m          US$

Turnover                                                                     899           736          22
EBITA                                                                        169           138          22
EBITA margin (%)                                                            18.8          18.7

Sales volumes (hl 000's)
Lager                                                                     14,212        12,847          11


SABMiller's European operations have again produced good operational
performances for the first half of the year, with EBITA up 22% and an
improvement in margin.  Our successful strategy of developing strong regional
brand portfolios has resulted in volume growth of 11% and EBITA margin
enhancement, driven by our key markets of Poland and Czech. Central European
currencies have been firm, underpinning results reported in US dollars.

Growth in the Polish beer market has been strong at around 8%, assisted by good
summer weather. SABMiller's Kompania Piwowarska (KP) achieved 11% volume growth,
exceeding 31% market share, boosted by the successful launch of a new brand,
Debowe, competing in the strong beer segment. KP's flagship brand, Tyskie,
showed a year on year volume increase of 10% and Redd's continues its good
growth momentum.

The Pilsner Urquell group increased its volumes by 6% compared to the prior
year, with all of its drive brands showing growth in a static beer market.
Whilst the floods in August resulted in some lost production, recovery was
quick. The Pilsner Urquell brand performed well with its domestic volumes up 13%
against the previous year, while both Gambrinus and Kozel showed strong growth.
Further operational efficiencies, particularly in relation to procurement, and
3% in real pricing contributed to the achievement of a significant improvement
in earnings.  Our acquisition of Pilsner Urquell over three years ago is
continuing to deliver synergy benefits well ahead of our initial projections.

Our volumes in Russia are up 8% and our international premium brands, Miller
Genuine Draft and Holsten, showed significant growth, almost doubling volume
compared to prior year.  A new brand, Try Bogatyrya, was introduced into the
growing mainstream segment during July with early volumes in line with
expectations.  However, volumes for our local premium brand, Zolotaya Bochka,
have been disappointing and are below prior year levels.  The Russian beer
market slowed in the last quarter, and particularly during September, but we
expect the market to continue to show reasonable growth.  Significant investment
has been made in marketing behind our brands, impacting profitability during the
period.  Work continues on expansion at Kaluga brewery which will raise capacity
to 3.5 million hectolitres by the next summer season, at a cost of US$ 60
million.

In Hungary, the total beer market is estimated to have grown by 5%. Dreher's
market share grew 1%, with volumes increasing by 7% against prior year.
Profitability and cash flow here continued to improve.  The beer market in
Romania grew marginally at around 1.4% and our local operations have increased
market share to approximately 15%. Our Ursus premium brand, as well as
Timisoreana Lux, have driven volume, while ongoing merger synergies and
productivity gains have boosted profits and cash flow.

The market in the Canary Islands has suffered from a decline in international
tourism resulting in a volume decrease of around 2%. However, operational
efficiencies in our two breweries have resulted in an increase in margins. In
Slovakia, the Saris brewery has shown impressive volume growth of 24% over the
previous year, driven to a large extent by the strength of our licensed Czech
brands.


CHIEF EXECUTIVE'S REVIEW  (continued)                                                                       7

Our international premium brand, Pilsner Urquell, continues to perform well in
the key markets of Germany, USA and the United Kingdom. Sales volumes in these
markets are encouraging, with volumes up 32%, 19% and 38% respectively on the
prior year. In total, volumes of Pilsner Urquell outside the Czech Republic have
increased by 21% to 356,000 hls compared to the same period in the prior year.


Africa and Asia


                                                                            2002          2001       % change
Financial summary                                                           US$m          US$m            US$

Turnover                                                                     590           430             37
EBITA                                                                        114            75             51
EBITA margin (%)                                                            19.3          17.5

Sales volumes (hl 000's)*
Lager                                                                     19,283        12,347             56
Carbonated soft drinks                                                     1,902         1,403             36
Other beverages                                                            5,328         5,208              2



* Castel volumes of 4,971 (2001: 4,681) hls 000's lager beer and 4,391 (2001:
3,869) hls 000's carbonated soft drinks and 404 (2001: 275) hls 000's other
beverages are not included.

Africa

Lager sales volumes grew 2.9% (organic 5.2% after disposals), CSDs grew 35.6%
(organic 14.3%) and traditional beer declined by 6.3%. Strong underlying
operating results were achieved.  Although currencies in the African countries
in which we operate stabilised during the calendar year following the sharp
declines experienced in the previous year, the good results of this half year
were still impacted.

Major contributions to our results came from improved trading conditions in
comparison with last year in Botswana, Mozambique and Tanzania with the latter
benefiting from a good agricultural season.  The acquisition activity in Africa
undertaken during the past year namely the acquisitions of the Coca-Cola bottler
in Zambia and the Laurentina Brewery in Maputo, Mozambique from Castel and the
commencement of the rationalisation of the Tanzanian operations, also had a
marked impact.

Continued market share gains in Ghana resulted in volume growth in excess of 50%
for the period, with industry volumes also starting to recover. Some recovery
was achieved in Uganda in terms of both market share and industry volume, the
latter on the back of a modest decrease in excise.  However, we have some way to
go to achieve a satisfactory level of performance in Uganda. The recent
introduction of VAT in Botswana has resulted in across-the-board increases in
prices to the consumer, thereby disrupting excellent sales momentum built up
during the earlier part of the period.  Economic prospects in Zambia have turned
down due to the effects of a drought and the performance of the key copper
mining sector but plans are under way to extract synergies from our three
beverage businesses.  The end of the civil war in Angola continues to benefit
our Luanda and Lubango Coca-Cola bottlers, although smuggled products from
neighbouring territories have a major negative impact on sales growth.

SABMiller's pan-African premium brands, Castle Lager and Castle Milk Stout, grew
22% over the comparable prior year period.

Castel beverage volumes are up 10.7% and our share of their profits has
increased by almost 30%.  The Castel relationship has led to our acquisition of
their operations in Mozambique and discussions are taking place with regard to
CSD interests in Angola.  We continue to investigate opportunities for joint
participation in both new territories and areas such as procurement.


                                                                                                          8

CHIEF EXECUTIVE'S REVIEW  (continued)

Finally, all regulatory and shareholder consents in both Tanzania and Kenya have
now been obtained, paving the way for the completion of the East African
restructuring announced in May this year.

Asia

In China volumes grew 66.5% (organic 7.5%) and profitability more than doubled
as a result of our success in restructuring and consolidating the significant
strategic acquisitions made during the previous financial year.

Overcapacity and pressure on pricing in the Chinese beer market still remain a
concern.  However, trading benefited from our ongoing reorganisation of
operations and we continue to play a leading role in the consolidation of the
beer industry.

A pleasing performance was recorded by our small Indian operation, which
reported positive EBITA for the period.


South Africa:

Beer South Africa

                                                                           2002          2001       % change
Financial summary                                                          US$m          US$m            US$

Turnover                                                                    524           594           (12)
EBITA                                                                       118           132           (10)
EBITA margin (%)                                                           22.6          22.2

Sales volumes (hl 000's)                                                 11,083        11,113              -


Beer volumes improved during the second quarter of the year reversing the volume
decline of the first quarter and ending the period in line with last year.
Adjusting for the impact of Easter, which fell into the prior financial year,
volumes are up by around 1% in the domestic market.

Notwithstanding steep increases in raw material prices, exacerbated by the
devaluation of the rand towards the end of last year, operating margins showed
an improvement, increasing 40 basis points to 22.6%.

Beer South Africa has gained share of the alcoholic fruit beverage (AFB) and
premium segments of the market. This has been supported by the entry of Redd's
Dry last year and the launch of Brutal Fruit and Sterling Light Lager earlier
this year. Brutal Fruit enjoyed a particularly successful launch. Given the
unique bottle design of this product, our glass suppliers have been unable to
meet the significant sales demand but we expect these supply issues to be
resolved early in the new year. Sterling Light Lager's consumer proposition of
low alcohol with the full beer taste has also shown potential for further
performance.

Castle Lager, our flagship brand, will be participating as a key sponsor of the
World Cup Cricket tournament, to be held in South Africa next year, providing an
excellent opportunity to further enhance the brand's positioning.

Independent customer service ratings of Beer South Africa are at an all time
high with the company further improving its service offering. Focus continues on
the rollout of the refrigeration programme as well as the innovative point of
sale "beer theatre". In addition, emphasis is being placed on the development
and execution of other innovative and promotional concepts.


CHIEF EXECUTIVE'S REVIEW  (continued)                                                                       9

In regard to legislation, expectations are that the national Liquor Bill will
only be tabled towards the middle of next year. It has again been confirmed that
the assurances by the Minister and the Department of Trade and Industry
regarding the retention by manufacturers of their depots and their ability to
deliver direct to retailers, remain intact.

Following the investigation into horizontal restrictive practices, concluded at
the beginning of the year, the Competition Commission is now investigating
aspects of vertical restrictive practices in the industry. Beer South Africa
remains confident that its conduct and practices are fully compliant.

The rate of decrease of consumer spending on non-durable goods is slowing and
the low price wine surplus is now declining rapidly, and this should have a
positive impact on beer sales going forward.


Other Beverage Interests


                                                                            2002          2001       % change
Financial summary                                                           US$m          US$m            US$

Turnover                                                                     305           327            (7)
- ABI                                                                        228           237            (4)
EBITA                                                                         29            25            15
- ABI                                                                         22            22           (2)
EBITA margin (%)                                                             9.5           7.7
- ABI                                                                        9.4           9.2

Sales volumes (hl 000's)
Soft drinks                                                                5,146         4,837             6
- ABI                                                                      4,962         4,611             8



Amalgamated Beverage Industries

ABI recorded very good volume growth for the period, with the carbonated soft
drinks category growing strongly on a like for like basis at 4.8 %. This growth
is against a background of rising consumer inflation and high interest rates.

A solid financial performance has been delivered, despite significant increases
in the price of raw materials. Strong volume growth, efficiency in production
and control of overheads enabled ABI to offset these increases.

Volumes are expected to continue on a positive trend for the remainder of the
year.


Appletiser

Sales volumes of sparkling fruit beverages in South Africa, which had been in a
three year declining trend, improved significantly following last year's
repositioning of the flagship Appletiser brand and recorded growth of 19% over
the half year to September 2001. Valpre spring water continued to lead the
market. International sales of sparkling fruit beverages recorded volume growth
of 7% over the prior period.

Notwithstanding significantly increased supplier prices, particularly in respect
of packaging materials and imported ingredients, attributable earnings improved
substantially year on year in local currency.


CHIEF EXECUTIVE'S REVIEW  (continued)                                                                      10


Wines and Spirits

The merger between Distillers Corporation (SA) Limited and Stellenbosch Farmers'
Winery Group Limited under the name of Distell has enabled the company to make
substantial progress in becoming an effective player in international alcoholic
beverage markets.

That Distell is capable of meeting the challenges of these markets has been
borne out by its performance over the past year: Distell's rand operating profit
has increased by 42% compared to the prior period.  The company will continue
using its merged resources to achieve its overarching goal of becoming a
sizeable market player, building strong and profitable brands across its wine,
spirits and flavoured alcoholic beverage portfolios.


Hotels and Gaming

                                                                            2002          2001       % change
Financial summary                                                           US$m          US$m            US$

Turnover                                                                      91            89              3
EBITA                                                                         17            10             84
EBITA  margin (%)                                                           19.2          10.7

Revpar *                                                                  $28.45        $25.31

   * Revenue per available room


Turnover for the first six months of the financial year was significantly up in
local currency on the same period last year, primarily due to the turnaround in
the South African hotel industry which began in December 2001.  Our hotel
occupancies at 72% are 9 percentage points up on the same period last year.
Average room rates have shown real growth translating into a rand Revpar
improvement of 40%. The hotel division received a boost from the hosting of the
World Summit on Sustainable Development in late August.  The success of this
event confirmed the ability of South Africa's hospitality industry to compete
internationally and it is hoped that this will help to further tourism interest
in the region.  Occupancies are expected to sustain their high levels during the
remainder of the financial year and will be assisted by the hosting of the
Cricket World Cup in February.

The gaming portfolio continues to perform well.  The Gauteng market has been
buoyant during the first six months of the financial year showing 14% growth
over the same period last year and Montecasino, Gauteng's premier casino
complex, improved its market share.  Phase 1 of the Suncoast casino development
in Durban, which includes the casino, cinemas and limited restaurant and retail
facilities at a cost of US$ 90 million (R900 million), is scheduled to open on
27 November 2002


CHIEF EXECUTIVE'S REVIEW  (continued)                                                                      11

Financial information

Segmental analysis

We have expanded the segmental analysis to include the two new segments of North
America and Central America. Information is provided on volumes, turnover, EBITA
and EBITA margin, together with a commentary on each segment.


Accounting for volumes

In the determination and disclosure of reported sales volumes the group
aggregates the volumes of all consolidated subsidiaries and its equity accounted
associates, other than associates where the group exercises significant
influence but primary responsibility for day to day management rests with others
(such as Distell and Castel). In these latter cases, the financial results of
operations are equity accounted in terms of UK GAAP, but volumes are excluded.
Miller contract brewing volumes are excluded from total volumes, however
turnover from contract brewing is included within group turnover.


Acquisitions

With effect from 9 July 2002, South African Breweries plc (SAB) purchased the
entire share capital of Miller Brewing Company (Miller) from Philip Morris
Companies Inc. (Philip Morris) in exchange for the issue of 430 million shares
in SAB. The shares issued to Philip Morris comprise two classes of equity
capital; ordinary shares and unlisted participating shares. The total of these
shares is equivalent to an economic interest of 36.03% (excluding the shares
owned by Safari Ltd) in the enlarged SABMiller. Philip Morris' total voting
rights have been capped at 24.99% of the votes exercisable at a general meeting.
Further details of the acquisition are given in note 7.


Goodwill amortisation

Goodwill amortisation at US$105 million is up significantly over the prior
period reflecting the major acquisition activity undertaken over the previous 12
months.


Treasury

Gross borrowings have increased to US$3,558 million from US$1,535 million at 31
March 2002, principally as a result of the US$2 billion of borrowings assumed
with Miller Brewing Company.  These borrowings will be refinanced in the next
financial year.  Net debt has also increased to US$3,234 million.  The average
loan maturity is two years and the average borrowing rate is now below 4.5%.


Interest

Net interest payable of US$74 million is up from US$46 million in the prior year
first half due to the increase in borrowings incurred to fund acquisitions in
the second half of the previous financial year and the borrowings acquired with
Miller Brewing Company in the current financial year.

                                                                                                       12

CHIEF EXECUTIVE'S REVIEW  (continued)


Taxation

The effective tax rate, before goodwill amortisation, is 30.8%.  This, however,
includes an exceptional US$8 million deferred tax credit in relation to tax
losses in one of ABI's wholly owned subsidiaries which have been assessed in the
period.  Excluding this, the effective tax rate before goodwill amortisation is
32.5%.  The increase compared to the prior year and the year to 31 March 2002 is
attributable to increased profits in companies with higher effective tax rates
and the lower use of assessed losses.



Associates

The share of operating profit of associates has increased by US$22 million
compared to the same period in the prior year, with the majority of the increase
coming from Castel in Africa and from the successful turn around in China of our
acquisitions made in the prior financial year.


Dividend


The board has declared an unchanged interim dividend of 6.5 US cents. The
dividend will be payable on 20 December 2002 to shareholders on the London and
Johannesburg Registers on Friday, 6 December 2002. The ex-dividend trading dates
as stipulated by the London Stock Exchange will be 4 December 2002 on the London
Exchange and 2 December 2002 on the Johannesburg Exchange as stipulated by
STRATE. As the group reports primarily in US dollars, dividends are declared in
US dollars. They are payable in sterling to shareholders on the UK section of
the register and South African rand to shareholders on the RSA section of the
register. The rates of exchange applicable on 15 November 2002, being the last
practical date before the declaration date will be used for the conversion ($/£
= 1.5790 and R/$ = 9.6500), resulting in an equivalent interim dividend of UK
4.1165 pence per share for UK shareholders and SA 62.7250 cents per share for
RSA shareholders.

The pro-rata dividend to be paid in US dollars to Philip Morris on the
430,000,000 listed and unlisted shares held by them is apportioned to the number
of days in which they held the shares for the first half year, and is calculated
at US2.98360 cents a share.



Enquiries:
London

SABMiller plc                                              Tel: +44 20 7659 0100
Nick Chaloner    Director of Communications                Tel: +44 20 7659 0119
                                                           Mob: +44 7880 502 755

Anna Miller Salzman   Head of Investor Relations           Tel: +44 20 7659 0106
                                                           Mob: +44 7973 837 070

Ciaran Baker     Head of Corporate Communications          Mob:+44 7979 954 493

This announcement, a copy of the slide presentation and video interviews with 
management are available on the SABMiller plc website at www.sabmiller.com. 
Video interviews with management can also be found at www.cantos.com

Pictures for the media are available from www.newscast.co.uk


DIRECTORS' RESPONSIBILITY FOR FINANCIAL REPORTING                                                          13

This statement, which should be read in conjunction with the independent review
report of the auditors set out below, is made to enable shareholders to
distinguish the respective responsibilities of the directors and the auditors in
relation to the consolidated interim financial information, set out on pages 14
to 26, which the directors confirm has been prepared on a going concern basis
and follows all applicable accounting standards. The directors consider that the
group has used appropriate accounting policies, consistently applied and
supported by reasonable and prudent judgements and estimates.



On behalf of the board

E A G Mackay                                                      M I Wyman
Chief Executive                                                   Chief Financial Officer

20 November 2002



INDEPENDENT REVIEW REPORT TO SABMILLER plc

Introduction

We have been instructed by the company to review the financial information which
comprises the profit and loss account, the statement of total recognised gains
and losses, the balance sheet, the cash flow statement, comparative figures and
associated notes. We have read the other information contained in the interim
report and considered whether it contains any apparent misstatements or material
inconsistencies with the financial information.



Directors' responsibilities

The interim report, including the financial information contained therein, is
the responsibility of, and has been approved by the directors. The directors are
responsible for preparing the interim report in accordance with the Listing
Rules of the Financial Services Authority which require that the accounting
policies and presentation applied to the interim figures should be consistent
with those applied in preparing the preceding annual accounts except where any
changes, and the reasons for them, are disclosed.



Review work performed

We conducted our review in accordance with guidance contained in Bulletin 1999/4
issued by the Auditing Practices Board for use in the United Kingdom. A review
consists principally of making enquiries of group management and applying
analytical procedures to the financial information and underlying financial
data, and based thereon, assessing whether the accounting policies and
presentation have been consistently applied unless otherwise disclosed.

A review excludes audit procedures such as tests of controls and verification of
assets, liabilities and transactions. It is substantially less in scope than an
audit performed in accordance with United Kingdom Auditing Standards and
therefore provides a lower level of assurance than an audit. Accordingly we do
not express an audit opinion on the financial information.


Review conclusion

On the basis of our review we are not aware of any material modifications that
should be made to the financial information as presented for the six months
ended 30 September 2002.



PricewaterhouseCoopers
Chartered Accountants

London

20 November 2002




CONSOLIDATED PROFIT AND LOSS ACCOUNTS                                                                        14
for the six months ended 30 September



                                                                     Six months    Six months   Year ended
                                                                   ended 30/9/02 ended 30/9/01      31/3/02
                                                                       Unaudited     Unaudited      Audited
                                                            Notes           US$m          US$m         US$m

Turnover (including share of associates' turnover)            2
                Continuing operations                                     2,670        2,176         4,364
                Acquisitions                                              1,307            -             -
                Total continuing operations                               3,977        2,176         4,364
Less: share of associates' turnover (all continuing)                       (388)        (317)         (647)

Group turnover                                                2           3,589         1,859        3,717
Net operating costs                                                      (3,205)      (1,553)       (3,098)

Group operating profit
                Continuing operations                                       345          306           619)
                Acquisitions                                                 39            -             -
                Total continuing operations                                 384          306           619)
Share of operating profit of associates (all continuing)      2              64           42            85

Profit on ordinary activities before interest and taxation    2             448          348           704
Net interest payable                                                        (74)         (46)          (98)
Group                                                                       (65)         (38)          (83)
Associates                                                                   (9)          (8)          (15)

Profit on ordinary activities before taxation                               374          302           606
Taxation on profit on ordinary activities                     3            (148)        (91)          (208)

Profit on ordinary activities after taxation                                226          211           398
Equity minority interests                                                   (66)         (50)         (105)
Profit for the financial period                                             160          161            293

Basic earnings per share (US cents)                           4            16.7         23.2           40.7
Headline earnings per share (US cents)                        4            26.7         25.2           48.0
Adjusted basic earnings per share (US cents)                  4            26.8         25.7           48.7
Diluted earnings per share (US cents)                         4            16.7         22.9           40.3
Adjusted diluted earnings per share (US cents)                4            26.1         25.4           47.7
Dividend per share (US cents)                                               6.5          6.5           25.0




CONSOLIDATED BALANCE SHEETS                                                                                  15
at 30 September

                                                                         30/9/02       30/9/01      31/3/02
                                                                       Unaudited     Unaudited      Audited
                                                                            US$m          US$m         US$m

Fixed assets
Intangible assets                                                         6,486          904         1,804
Tangible assets                                                           3,098        1,737         1,858
Investments                                                               1,145        1,073         1,096
Investments in associates                                                   497          432           462
Other fixed asset investments                                               648          641           634

                                                                         10,729        3,714         4,758
Current assets
Stock                                                                       407          202           238
Debtors                                                                     829          353           405
Investments                                                                   5          297            45
Cash at bank and in hand                                                    319          195           245
                                                                          1,560        1,047           933

Creditors - amounts falling due within one year                          (1,547)        (903)       (1,160)
Interest bearing debt                                                      (212)        (176)         (240)
Other                                                                    (1,335)        (727)         (920)

Net current assets                                                           13          144          (227)

Total assets less current liabilities                                     10,742       3,858         4,531

Creditors - amounts falling due after one year                           (3,362)      (1,284)       (1,311)
Interest bearing debt                                                    (3,346)      (1,278)       (1,295)
Other                                                                       (16)          (6)          (16)

Provisions for liabilities and charges                                     (651)        (179)         (166)
Net assets                                                                6,729         2,395         3,054

Ordinary shareholders' funds                                              6,002        2,046         2,309
Equity minority interests                                                   727          349           745
Capital employed                                                          6,729        2,395         3,054



CONSOLIDATED CASH FLOW STATEMENTS                                                                            16
for the six months ended 30 September



                                                                     Six months   Six months     Year ended
                                                                   ended 30/9/02 ended 30/9/01      31/3/02
                                                                       Unaudited    Unaudited      Audited
                                                          Notes            US$m         US$m         US$m

Net cash inflow from operating activities                     5             694          466           975

Dividends received from associates                                           13            6           13

Returns on investments and servicing of finance
Interest received                                                             19          19            35
Interest paid                                                                (78)        (46)         (100)
Interest element of finance lease rental payments                              -            -          (12)
Dividends received from other investments                                      1           2             2
Dividends paid to minority interests                                         (84)        (71)          (96)

Net cash outflow from returns on investments and servicing
of finance                                                                  (142)        (96)         (171)

Taxation paid                                                               (137)        (97)         (179)

Capital expenditure and financial investments
Purchase of tangible fixed assets                                           (186)       (133)         (266)
Sale of tangible fixed assets                                                 11           7            16
Purchase of investments                                                      (15)        (65)          (61)
Sale of investments                                                            3          13            12

Net cash outflow for capital expenditure and financial
investments                                                                 (187)       (178)         (299)

Acquisitions and disposals

Purchase of subsidiary undertakings                                          (46)        (82)         (672)
Sale of subsidiary undertakings                                               -            1             1
Net cash/(overdraft) acquired with subsidiary undertaking                      6         (15)           (2)
Purchase of shares from minorities                                            (7)        (15)          (32)
Purchase of shares in associates                                              (6)         (8)          (57)
Net funding from/(to) associates                                               4          (4)           (6)

Net cash outflow for acquisitions and disposals                              (49)       (123)         (768)

Equity dividends paid to shareholders                                       (141)       (128)         (173)


Management of liquid resources
Sale/(purchase) of short-term liquid instruments                              40        (247)           12
Cash withdrawn from short-term deposits                                       -            3             7

Net cash inflow/(outflow) from management of liquid
Resources                                                                     40        (244)          19

Financing
Issue of shares                                                                1           3           401
Issue of shares to minorities                                                  3           1             1
New loans raised                                                             155       1,111         1,189
Repayment of loans                                                          (219)       (663)         (892)
Net cash (outflow)/inflow from financing                                     (60)        452           699
Increase in cash in the period                                6               31          58           116





CONSOLIDATED STATEMENTS OF TOTAL RECOGNISED GAINS AND LOSSES                                                 17
for the six months ended 30 September

                                                                   Six months       Six months   Year ended
                                                                   ended 30/9/02 ended 30/9/01      31/3/02
                                                                       Unaudited     Unaudited      Audited
                                                                            US$m          US$m         US$m

Profit for the financial period                                             160          161           293
Currency translation differences on foreign currency net                    154          (79)         (212)
investments
Other movements                                                               2             -            8
Total recognised gains and losses for the period                            316           82            89





CONSOLIDATED RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS
for the six months ended 30 September


                                                                   Six months       Six months   Year ended
                                                                   ended 30/9/02 ended 30/9/01      31/3/02
                                                                       Unaudited     Unaudited      Audited
                                                                            US$m          US$m         US$m

Profit for the financial period                                             160          161           293
Other recognised gains and losses relating to the period (net)              156          (79)         (204)
Dividend declared by SABMiller plc *                                        (63)         (45)         (187)
Issue of shares to SABMiller shareholders                                 3,440            3           401

Net increase in shareholders' funds                                       3,693           40           303
Shareholders' funds at start of period                                    2,309)       2,006         2,006
Shareholders' funds at end of period                                      6,002        2,046         2,309


* Dividend received on shares held by Safari Limited netted off.

                                                                                                             18

NOTES TO THE FINANCIAL STATEMENTS


1.  Basis of preparation

The consolidated financial statements have been prepared under the historical
cost convention in accordance with Accounting Standards applicable in the United
Kingdom, and, on the basis of the accounting policies, all of which have been
applied consistently throughout the period and the preceding year as set out on
pages 70 to 74 of the 2002 annual report.

The group financial statements consolidate those of the company and all of its
subsidiary undertakings together with the attributable share of the results of
associated undertakings. The principal subsidiary and associated undertakings
are all coterminous with those of the company, except for the group's
significant associated undertaking, Distell Group Limited (formerly Distillers
Corporation (SA) Limited and Stellenbosch Farmers' Winery Group Limited), which
has a statutory accounting reference date of 30 June and is therefore accounted
for three months in arrears.

The financial information in this report does not constitute statutory accounts
within the meaning of s240 of the Companies Act 1985 (as amended).



                                                                                                             19

NOTES TO THE FINANCIAL STATEMENTS (continued)


2.  Segmental analysis


                                                                 Six months    Six months    Year ended
Turnover                                                       ended 30/9/02 ended 30/9/01       31/3/02
                                                                   Unaudited     Unaudited       Audited
                                                                        US$m          US$m          US$m

Business segment analysis

Americas:
North America                                                         1,307             -             -

Central America                                                         261             -           186

Europe                                                                  899           736         1,280

Africa and Asia                                                         590           430           946
Associates' share                                                      (253)         (175)         (367)
                                                                        337           255           579
South Africa:
Beer South Africa                                                       524           594         1,112

Other Beverage Interests                                                305           327           676
Associates' share                                                       (98)         (106)         (212)
                                                                        207           221           464

Hotels and Gaming                                                        91            89           164
Associates' share                                                       (37)          (36)          (68)
                                                                         54            53            96

Group                                                                 3,977         2,176         4,364
Associates' share                                                      (388)         (317)         (647)
                                                                      3,589         1,859         3,717



                                                                                                             20

NOTES TO THE FINANCIAL STATEMENTS (continued)


2.  Segmental analysis (continued)


                                                                 Six months    Six months    Year ended
Operating profit                                               ended 30/9/02 ended 30/9/01       31/3/02
                                                                   Unaudited     Unaudited       Audited
                                                                        US$m          US$m          US$m

Business segment analysis

Americas:
North America                                                            39             -             -

Central America                                                           7             -             7

Europe                                                                  151           124           168


Africa and Asia                                                         109            72           162
Associates' share                                                       (48)          (31)          (51)
                                                                         61            41           111
South Africa:
Beer South Africa                                                       118           132           287

Other Beverage Interests                                                 29            25            95
Associates' share                                                        (8)           (5)          (19)
                                                                         21            20            76

Hotels and Gaming                                                        17            10            28
Associates' share                                                        (8)           (6)          (15)
                                                                          9             4            13

Central administration                                                  (22)          (15)          (35)

Group - excluding exceptional items                                     448           348           712
Associates' share                                                       (64)          (42)          (85)
                                                                        384           306           627
Exceptional items

Europe                                                                   -              -            (8)

Group - including exceptional items                                     448           348           704

Associates' share                                                       (64)          (42)          (85)
                                                                        384           306           619



                                                                                                             21

NOTES TO THE FINANCIAL STATEMENTS (continued)

2.  Segmental analysis (continued)


                                                                 Six months    Six months    Year ended
EBITA                                                          ended 30/9/02 ended 30/9/01       31/3/02
                                                                   Unaudited     Unaudited       Audited
                                                                        US$m          US$m          US$m

Business segment analysis

Americas:
North America                                                            97             -             -

Central America                                                          31             -            22

Europe                                                                  169           138           198


Africa and Asia                                                         114            75           171
Associates' share                                                       (49)          (32)          (54)
                                                                         65            43           117

South Africa:
Beer South Africa                                                       118           132           287

Other Beverage Interests                                                 29            25            95
Associates' share                                                        (8)           (5)          (19)
                                                                         21            20            76

Hotels and Gaming                                                        17            10            28
Associates' share                                                        (8)           (6)          (15)
                                                                          9             4            13

Central administration                                                  (22)          (15)          (35)

Group - excluding exceptional items                                     553           365           766
Associates' share                                                       (65)          (43)          (88)
                                                                        488           322           678
Exceptional items

Europe                                                                   -              -            (8)

Group - including exceptional items                                     553           365           758

Associates' share                                                       (65)          (43)          (88)
                                                                        488           322           670



                                                                                                             22

NOTES TO THE FINANCIAL STATEMENTS (continued)


2.  Segmental analysis (continued)


                                                                 Six months    Six months    Year ended
EBITDA                                                         ended 30/9/02 ended 30/9/01       31/3/02
                                                                   Unaudited     Unaudited       Audited
                                                                        US$m          US$m          US$m

Business segment analysis

Americas:
North America                                                           133             -             -

Central America                                                          54             -            41

Europe                                                                  223           175           293


Africa and Asia                                                          86            64           151

South Africa:
Beer South Africa                                                       143           160           343

Other Beverage Interests                                                 29            28            89

Hotels and Gaming                                                        12             8            21

Central administration                                                  (31)          (15)          (33)

Group - excluding exceptional items                                     649           420           905

Exceptional items

Europe                                                                   -              -            (1)

Group - including exceptional items                                     649           420           904


                                                                                                             23

NOTES TO THE FINANCIAL STATEMENTS (continued)

3.  Taxation on profit on ordinary activities


                                                                   Six months    Six months      Year ended
                                                                   ended 30/9/02 ended 30/9/01      31/3/02
                                                                       Unaudited     Unaudited      Audited
                                                                            US$m          US$m         US$m

Current taxation                                                            135            75          174
Prior year adjustments                                                       (1)            -           (1)
Withholding taxes and secondary taxation on companies                         4             4           10
Share of associates' taxation charge                                         12             8           21
Deferred taxation*                                                           (2)            4            4
                                                                            148            91          208

Effective tax rate, before goodwill amortisation and exceptional           30.8*         28.6         31.2
items (%)



* Effective tax rate before tax credit of US$8 million on ABI assessed loss was
32.5%.


4.  Earnings per share


                                                                   Six months    Six months      Year ended
                                                                   ended 30/9/02 ended 30/9/01      31/3/02
                                                                       Unaudited     Unaudited      Audited
                                                                        US cents      US cents     US cents

Basic earnings per share                                                   16.7           23.2        40.7

Headline earnings per share                                                26.7           25.2        48.0

Adjusted basic earnings per share                                          26.8           25.7        48.7

Diluted earnings per share                                                 16.7           22.9        40.3

Adjusted diluted earnings per share                                        26.1           25.4        47.7





The calculation of basic earnings per share has been based on the profit for the
financial period as shown below, and on a weighted average number of shares in
issue of 960,541,589 (2001: 697,888,455).

At 30 September 2002 there were 10,161,900 share options outstanding under the
RSA Executive Share Purchase Scheme, 5,307,146 share options outstanding under
the SABMiller plc Executive Share Option Scheme (Approved Scheme and Unapproved
(No 2) Scheme combined) and 1,040,902 conditional awards under the Performance
Share Award Scheme, which have not yet vested.  The calculation of diluted
earnings per share is based on a weighted average number of shares in issue of
1,034,447,184 after adjusting for 73,905,595 weighted potentially dilutive
shares arising from the share options and the guaranteed convertible bond, and
the profit for the financial period as shown below, adjusted for an interest
saving of US$13 million on the 4.25% guaranteed convertible bond. The average
share price of SABMiller plc since the beginning of the financial period, used
in determining the number of potentially dilutive shares, is US$7.66 compared
with an average strike price on the outstanding options of US$5.59.

The group has also presented an adjusted basic earnings per share figure to
exclude the impact of amortisation and other non-recurring items in order to
present a more meaningful comparison for the periods shown in the consolidated
financial statements. Adjusted earnings per share has been based on adjusted
headline earnings for each financial period and on the same number of weighted
average shares in issue as the basic earnings per share calculation.  Headline
earnings per share has been calculated in accordance with the Institute of
Investment Management and Research ('IIMR')'s Statement of Investment Practice
No. 1 entitled 'The Definition of Headline Earnings'.  The adjustments made to
arrive at headline earnings and adjusted earnings are as follows:


                                                                                                           24

NOTES TO THE FINANCIAL STATEMENTS (continued)

4.  Earnings per share (continued)

                                                                   Six months    Six months      Year ended
                                                                   ended 30/9/02 ended 30/9/01      31/3/02
                                                                       Unaudited     Unaudited      Audited
                                                                            US$m          US$m         US$m

Profit for the financial period                                             160           161          293
Amortisation of goodwill                                                    105            17           54
Brewery closure costs in Pitesti (Romania)                                    -             -            9
Asset impairment provision in Ursus (Romania)                                 -             -           10
Reversal of impairment provision in Velke Popovice (Czech)                    -             -          (11)
Impairment costs in Africa                                                    -             -            2
Loss/(profit) on sale of fixed assets and investments                         3            (1)          (4)
Taxation effects of the above items                                          (1)            -            -
Minority interests' share of the above items                                (10)           (1)          (7)
Headline earnings                                                           257           176          346
Integration/reorganisation costs *                                            9             4            7
Taxation effects of the above items                                          (1)           (1)          (2)
Deferred tax adjustment due to assessed loss (ABI)                           (8)            -            -
Minority interests' share of the above items                                  -             -           (1)
Adjusted earnings                                                           257           179          350



* Comprises integration costs of Miller (US$5 m) and reorganisation costs in
Central America (US$4 m) in the current period.



5.  Reconciliation of operating profit to net cash inflow from operating
activities


                                                                   Six months    Six months      Year ended
                                                                   ended 30/9/02 ended 30/9/01      31/3/02
                                                                       Unaudited     Unaudited      Audited
                                                                            US$m          US$m         US$m

Operating profit                                                            384           306          619
Depreciation: Tangible fixed assets                                         134            85          176
Depreciation: Containers                                                     20            13           34

Container breakages and shrinkage                                             8             5           10

Amortisation of intangible fixed assets                                     104            16           51

Dividends received from other investments                                    (1)           (2)          (2)
Loss/(profit) on sale of fixed assets                                         3             -           (3)
Brewery closure costs in Pitesti (Romania)                                   -              -            8
Asset impairment provision in Ursus (Romania)                                -              -           10
Reversal of impairment provision in Velke Popovice (Czech)                   -              -          (11)
Deferred income                                                              -              -            1
Other non-cash movements                                                     (3)           (3)          11

Net cash inflow from operating activities before working
capital movements ('EBITDA')                                                649           420          904
Increase in stock                                                           (30)            -           (7)
Increase in debtors                                                         (33)          (55)         (37)
Increase in creditors                                                       108           101          115
Net cash inflow from operating activities                                   694           466          975


                                                                                                             25

NOTES TO THE FINANCIAL STATEMENTS (continued)


6.  Reconciliation of net cash flow to movement in net debt

                                                                   Six months    Six months      Year ended
                                                                   ended 30/9/02 ended 30/9/01      31/3/02
                                                                       Unaudited     Unaudited      Audited
                                                                            US$m          US$m         US$m

Increase in cash                                                             31            58          116
Net cash outflow/(inflow) from decrease/(increase) in debt and               64          (448)        (297)
lease financing
Cash (inflow)/outflow from (decrease)/increase in liquid resources          (40)
         244          (19)

Change in net debt resulting from cash flows                                 55          (146)        (200)
Loans and finance leases acquired with subsidiary undertakings           (2,019)           (4)        (261)
Exchange movements                                                          (23)           23           54
Amortisation of bond costs                                                   (2)            -           (3)

Movement in net debt in the period                                       (1,989)         (127)        (410)
Opening net debt                                                         (1,245)         (835)        (835)
Closing net debt                                                         (3,234)         (962)      (1,245)



7.  Acquisitions

With effect from 9 July 2002, South African Breweries plc (SAB) purchased the
entire share capital of Miller Brewing Company (Miller) from Philip Morris
Companies Inc. (Philip Morris) in exchange for the issue of 430 million shares
in SAB. The shares issued to Philip Morris comprise two classes of equity
capital; ordinary shares and unlisted participating shares. The total of these
shares is equivalent to an economic interest of 36.03% (excluding the shares
owned by Safari Ltd) in the enlarged SABMiller. Philip Morris' total voting
rights have been capped at 24.99% of the votes exercisable at a general meeting.

The fair values of the assets and liabilities acquired, which are considered to
be provisional as a number of matters are still under consideration, are as
follows:


                                                                          Book    Fair value     Provisional
                                                                         value   adjustments      fair value
                                                                          US$m           US$m           US$m

Tangible fixed assets                                                     961            172          1,133
Intangible fixed assets                                                   357           (357)            -
Other investments                                                           2              -              2
Stock                                                                     131              -            131
Debtors (1)                                                               503           (120)           383
Cash and cash equivalents                                                   6              -              6
Creditors due within one year                                            (408)            34           (374)
Creditors due after one year                                           (2,007)             7         (2,000)
Provisions for liabilities and charges                                   (469)             6           (463)
Minority interests                                                        (24)            18             (6)
Net assets acquired                                                      (948)          (240)        (1,188)
Goodwill                                                                                              4,671
Consideration                                                                                         3,483

Total consideration is comprised as follows:
Shares issued                                                                                         3,438
Cash costs                                                                                               45
                                                                                                      3,483



In accordance with the group's accounting policy, the goodwill of US$4,671
million arising on consolidation has been stated on the group's balance sheet as
an intangible asset and is being amortised over 20 years.

(1) The principal adjustment relates to the reversal of pension and other post
retirement benefit assets following a SSAP 24 valuation.


                                                                                                           26

NOTES TO THE FINANCIAL STATEMENTS (continued)

8.  Post balance sheet events

East Africa

The regulatory and shareholder consents required to effect the East African
transaction announced in May this year have progressed according to plan,
culminating with Tanzania Breweries' shareholders unanimously voting in favour
of the transaction at an Extraordinary General Meeting held in Dar es Salaam on
8 November 2002.  All consents are now to hand and formal closure of the
transaction is expected shortly.



ADMINISTRATION                                                                                             27


SABMiller plc

(Registration No. 3528416)

Company Secretary
A O C Tonkinson

Registered Office
Dukes Court, Dukes Street
Woking
Surrey GU21 5BH
England
Telefax +44-1483-264117
Telephone +44-1483-264000


Head Office
One Stanhope Gate
London W1K 1AF
Telefax +44-20-7659-0111
Telephone +44-20-7659-0100

Internet address
http://www.sabmiller.com/

Investor Relations
anna.millersalzman@sabmiller.com
Telephone +44-20-7659-0100

Independent Auditors
PricewaterhouseCoopers
1 Embankment Place
London WC2N 6RH
England
Telefax +44-20-7804-4770
Telephone +44-20-7583-5000

Registrar (United Kingdom)
Capita IRG plc
Balfour House
390-398 High Road
Ilford, Essex IG1 1NQ
United Kingdom
Telefax +44-20-8478-7717
Telephone +44-20-8639-2000


Registrar (South Africa)
Computershare
70 Marshall Street
9th Floor
Johannesburg 2000
South Africa
Telefax +27-11-370-5312
Telephone +27-11-370-5487

United States ADR Depositary
The Bank of New York
ADR Department
620 Avenue of the Americas, Floor 6,
New York, NY 10011
United States of America
Telefax +1-212-462-6215
Telephone +1-212- 462- 6667

Internet http://www.adrbny.com/
Toll free 1-888-269-2377 (USA & Canada)




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