May 16 (Bloomberg) -- Carlsberg A/S, the biggest Nordic brewer, plans to raise 30.5 billion kroner ($6.3 billion) in a stock sale to repay about half the debt taken on with the purchase of Scottish & Newcastle Plc's Russian assets.

Existing shareholders will be offered 76.3 million B shares for 400 kroner each, Valby, Denmark-based Carlsberg said overnight, about 40 percent below yesterday's closing price. The rights offer was near the 31.5 billion-kroner limit previously indicated, and is Denmark's biggest stock sale.

Carlsberg, which will sell stock rather than rely solely on debt for the deal to keep its investment-grade credit rating, rose in Copenhagen trading, erasing a 6.1 percent drop. Chief Executive Officer Joergen Buhl Rasmussen, who said the offering stirred ``a lot of interest'' from investors, bought Scottish & Newcastle with Heineken NV and split its assets. Carlsberg won full control of the largest brewer in Russia, where sales are rising as western Europe stagnates.

``The price is not the main factor for me,'' said Vangelis Bratsikas, a Carlsberg investor who helps oversee about 130 billion Swiss francs ($124 billion) at Clariden Leu in Zurich and said he'll probably subscribe to the offering. ``The rights issue as a whole is about 3 percent smaller than initially thought, which is certainly good. It means lower dilution.''

Carlsberg is paying about 57 billion kroner for its share of S&N. About 53 percent of that will be accounted for with the rights offering, with the rest through new debt facilities announced in January. The offering will repay a bridge loan. BNP Paribas SA, Danske Bank A/S, Lehman Brothers Holdings Inc. and Nordea Bank AB are underwriting the sale.

Carlsberg Foundation

The 51.3 percent stake held by Carlsberg's 132-year-old controlling foundation will be diluted to an estimated 32.2 percent after the rights offering, according to Jyske Bank analyst Jens Houe Thomsen. The foundation currently also holds about 82 percent of the brewer's voting rights.

Carlsberg rose 8 kroner, or 1.1 percent, to 682 kroner in Denmark's capital. It fell as low as 633 kroner in early trading on initial concern that the company hadn't announced any property sales or unveiled a large investor that would participate in the rights offering.

People who had sold borrowed Carlsberg stock, betting the rights issue would drive the shares down when announced, may have closed that bet, or short covered, by repurchasing stock through the day, Gudme Raaschou analyst Stig Nyman said.

The stock has gained 11 percent this year on optimism the takeover will boost Carlsberg's prospects, compared with a 12 percent drop by InBev NV, its largest rival.

Emerging Markets

``It's a good financing of the deal, half equity, half debt,'' said Bratsikas. The brewer improved its growth outlook after the takeover of S&N, he said.

Carlsberg is turning from a mature-market brewer into an ``attractive'' emerging-market company, Javier Gonzalez-Lastra, an analyst at Goldman, Sachs & Co., said this month. He says emerging markets will account for 70 percent of the brewer's business next year, up from 45 percent before the S&N deal.

Rasmussen declined to discuss current sales in a Bloomberg Television interview, and said Carlsberg will give a full-year outlook no later than August. He expects growth in Russia to outpace the local market, and will continue to look to ``monetize assets'' such as property.

Road Show

Carlsberg will start presentations for the sale today and expects ``several, significant'' investors, the CEO said. Erik Hartwall this week said his family company, which owned Baltic Beverages Holding AB with Carlsberg before selling its stake in the Russian business to S&N in 2002, was asked to buy stock but turned down the opportunity.

The Carlsberg Foundation is participating in the sale, buying as many shares as it can afford. Carlsberg's charter was amended in May last year so the foundation must hold at least 51 percent of the votes and more than 25 percent of the shares, enabling the company to sell stock to pay for acquisitions.

The foundation will have to sell 26 million of their rights onto the market, Merrill's Tovar said.

Carlsberg expects to get net proceeds of about 30.1 billion kroner after the deduction of estimated costs. The subscription period for offered shares will start on May 27 and close on June 10 at 5 p.m. Central European Time, it said.

The rights offer surpasses Denmark's previous biggest stock sale, the 1994 initial public offering of phone company TDC A/S, which brought in 18.5 billion kroner. In 2004, Carlsberg raised 3.42 billion kroner by selling stock to its shareholders to help fund the purchase of 40 percent of its beer business.

To contact the reporter on this story: Meera Bhatia in Oslo at mbhatia2@bloomberg.net

Last Updated: May 16, 2008 12:09 EDT