Pentland Enters Into Monetization Transaction

CALGARY, Dec. 8, 2014 /CNW/ - Pentland Securities (1981) Inc. ("Pentland") and 4280661 Canada Inc. ("4280661") announced today that Pentland has agreed to monetize a portion of its holdings of restricted voting exchangeable shares of Molson Coors Canada Inc. (which are exchangeable on a one-for-one basis for restricted voting shares in Molson Coors Brewing Company ("Molson Coors")).  The monetization transaction (the "Transaction") permits Pentland and its affiliates to maintain the diversification of their investment portfolio, while retaining beneficial ownership and voting rights over the monetized shares.  Pentland and its affiliates are controlled by Eric H. Molson.

"The Molson family remains fully committed to Molson Coors, its management team, growth strategy and people", said Andrew Molson, President of Pentland.  "The Transaction is designed to, maintain diversification of our investment portfolio, while maintaining our economic and voting interest in the Company."  The Transaction does not alter Pentland's holdings of voting shares in Molson Coors, nor does it affect the Molson and Coors families' shared control over Molson Coors through their voting trust.

Under the Transaction, Pentland has entered into a forward agreement and a related confirmation (collectively, the "Forward") with an affiliate of a Canadian chartered bank (the "Bank") relating to 321,000 shares (the "Forward Securities") of restricted voting Class B common stock ("Class B Shares") of Molson Coors.  The Bank will provide Pentland with a zero coupon loan repayable in cash at the settlement of the Forward.  Settlement of the Forward will occur on December 6, 2019 and will be in cash or, if elected by Pentland, physical delivery of the Forward Securities.

Concurrently with entering into this forward transaction, Pentland will settle the forward contract entered into in 2009 relating to 700,000 Class B common stock of Molson Coors.  The 2009 forward contract will be settled on December 11, 2014 on a "cash settlement" basis.

Information About Share Ownership

As at October 31, 2014, 2014, Molson Coors has outstanding 2,556,894 shares of Class A common stock ("Class A Shares"), 161,683,888 shares of Class B Shares (together with the Class A Shares, the "Common Shares"), one share of special Class A voting stock and one share of special Class B voting stock.  As at October 31, 2014, the outstanding shares of Molson Coors Canada Inc. ("Exchangeco") included 2,896,940 Class A exchangeable shares ("Class A Exchangeable Shares") and 18,151,932 Class B exchangeable shares (the "Class B Exchangeable Shares" and together with the Class A Exchangeable Shares, the "Exchangeable Shares").  All holders of Class A Exchangeable Shares may exchange those shares at any time on a one-for-one basis for Class A Shares, and holders of Class B Exchangeable Shares may exchange those shares at any time on a one-for-one basis for Class B Shares.

Pentland owns 252 Class A Shares, 1,857,224 Class A Exchangeable Shares, 468 Class B Shares and 3,449,132 Class B Exchangeable Shares.  Pentland holds on a pro-forma basis 1,857,476 Class A Shares representing as at October 31, 2014 approximately 34.06% of the issued and outstanding Class A Shares and 3,449,600 Class B Shares representing as at October 31, 2014 approximately 1.92% of the issued and outstanding Class B Shares, in each case assuming conversion of all Exchangeable Shares.  Pentland also owns all of the voting securities of 4280661.

4280661 holds on a pro-forma basis 667,058 Class A Shares representing, as at October 31, 2014 approximately 12.23% of the issued and outstanding Class A Shares, assuming conversion of all Class A Exchangeable Shares.

Pentland, 4280661 and their respective affiliates and associates may, subject to market conditions, make investments in or dispositions of securities of Exchangeable Shares or Common Shares in the future through market transactions, private agreements or otherwise and may, from time to time, effect exchanges of Exchangeable Shares for Common Shares.

Forward Looking Statements

This press release includes forward-looking statements.  Neither Pentland nor 4280661 undertakes to publicly update this press release, including forward-looking statements, if any, as a result of new information, future events or otherwise.

Pentland and 4280661 are each located at 335 – 8^th Avenue, 3^rd Floor, Calgary, Alberta T2P 1CP.

SOURCE: Pentland Securities (1981) Inc.

For further information or for copies of the early warning reports filed in connection with this press release, please call: Robert S. Murphy, [phone]