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UPDATE 2-Carlsberg Foundation seeks right to reduce stake

Teis Jensen
Friday, 25 Oct 2013 | 6:05 AM ET

* Main owner wants to be able to cut stake below 25 pct

* Would retain majority voting rights

* Move could open door to share sales and acquisitions

* Board also proposes to increase future dividends

COPENHAGEN, Oct 25 (Reuters) - Carlsberg's main owner, the Carlsberg Foundation, wants to drop a rule in its charter that it must own at least 25 percent of the brewer, a move that could open the door for a share issue and perhaps further acquisitions in Asia.

Flemming Besenbacher, chairman of the foundation and of the Carlsberg group, said the change would give Carlsberg, the world's fourth largest brewer, more financial flexibility to act if acquisition opportunities arose.

"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.

He stressed the brewer would continue to be a Danish company with headquarter in Copenhagen.

"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," analyst Morten Imsgard at Sydbank said.

The foundation, which has been the main owner of Carlsberg since 1888, still wants to keep the rule that says it must hold at least 51 percent of the group's voting rights.

It could then retain control if it cuts its stake. At the end of 2012 it owned 30 percent of the shares and held 75 percent 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. The application has already been sent to the ministry, which said it had not yet seen the document and so declined to comment.

Imsgard said he did not believe the foundation would sell its shares but would let its stake be diluted in a possible share issue in relation to, for example, an acquisition in Asia, where there is strong consolidation in the sector.

Besenbacher said the change was a logical step that would provide the brewer with the opportunity to adapt and develop.

"We believe that the change is in the clear interest of all shareholders as well as other stakeholders of the Carlsberg Group," he said.

The board also proposed on Friday to phase in a new dividend policy over a two-year period, so that dividends for 2014 and onwards will be at least 25 percent of adjusted net profit.

"If such a payout ratio had been applied for 2012, the dividend paid would have been more than 50 percent higher," the company said.

It is only six years since the Foundation cut its required holding to 25 percent from 51 percent, which paved the way for Carlsberg and Heineken's joint purchase of British brewer Scottish & Newcastle, which controls Russian peer Baltika.

Ownership by industrial foundations is common in Denmark. Pharmaceuticals groups Novo Nordisk and Lundbeck and shipper A.P. Moller-Maersk also have such foundations as their controlling owners.

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