Wrap Text
Rejection of proposal from Anheuser-Busch InBev SA/NV (“AB InBev”)
SABMiller plc
JSEALPHA CODE: SAB
ISIN CODE: SOSAB
ISIN CODE: GB0004835483
Rejection of proposal from Anheuser-Busch InBev SA/NV (“AB InBev”)
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO, OR FROM
ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS
OF THAT JURISDICTION
THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND
MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM
INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO CERTAINTY
THAT ANY FIRM OFFER WILL BE MADE OR AS TO THE TERMS ON WHICH ANY FIRM OFFER MIGHT
BE MADE
7 October 2015
SABMiller plc ("SABMiller", the “Company”)
Rejection of proposal from Anheuser-Busch InBev SA/NV (“AB InBev”)
The Board of SABMiller has now met formally to consider the new proposal announced by AB
InBev today (the “GBP 42.15 Proposal” as defined in the announcement by SABMiller earlier
today). The Board, excluding the directors nominated by Altria Group Inc., has unanimously
rejected the GBP 42.15 Proposal as it still very substantially undervalues SABMiller, its unique and
unmatched footprint, and its standalone prospects.
This statement is being made by SABMiller without the prior agreement or approval of AB InBev.
Enquiries
SABMiller plc +44 (0) 20 7659 0100
Christina Mills, Director, Group Communications +44 (0) 20 7659 0105
+44 (0) 7825 275605
Gary Leibowitz, Director, Investor Relations +44 (0) 7717 428540
Richard Farnsworth, Group Media Relations +44 (0) 7734 776317
Robey Warshaw +44 (0) 20 7317 3900
Simon Robey
Simon Warshaw
J.P. Morgan Cazenove +44 (0) 20 7777 2000
John Muncey
Dwayne Lysaght
Morgan Stanley +44 (0) 20 7425 8000
Henry Stewart
Paul Baker
Goldman Sachs +44 (0) 20 7774 1000
Gilberto Pozzi
Mark Sorrell
Finsbury +44 (0) 20 7251 3801
Faeth Birch
James Murgatroyd
Linklaters LLP and Hogan Lovells International LLP are providing legal advice to SABMiller.
Important notices relating to financial advisers
Robey Warshaw LLP (“Robey Warshaw”), which is authorised and regulated by the Financial
Conduct Authority, is acting as joint financial adviser to SABMiller and no one else in connection
with the contents of this announcement and will not be responsible to anyone other than
SABMiller for providing the protections afforded to its clients or for providing advice in
connection with the contents of this announcement or any matter referred to in this
announcement.
J.P. Morgan Limited, which conducts its UK investment banking businesses as J.P. Morgan
Cazenove ("J.P. Morgan Cazenove"), is authorised and regulated in the United Kingdom by the
Financial Conduct Authority. J.P. Morgan Cazenove is acting as joint financial adviser exclusively
for SABMiller and no one else in connection with the matters set out in this announcement and
will not regard any other person as its client in relation to the matters in this announcement and
will not be responsible to anyone other than SABMiller for providing the protections afforded to
clients of J.P. Morgan Cazenove, or for providing advice in relation to any matter referred to
herein.
Morgan Stanley & Co. International plc ("Morgan Stanley") which is authorised by the Prudential
Regulation Authority and regulated by the Financial Conduct Authority and the Prudential
Regulation Authority in the UK is acting as joint financial adviser to SABMiller and no one else in
connection with the matters set out in this announcement. In connection with such matters,
Morgan Stanley, its affiliates and their respective directors, officers, employees and agents will
not regard any other person as their client, nor will they be responsible to any other person for
providing the protections afforded to their clients or for providing advice in relation to the
contents of this announcement or any other matter referred to herein.
Goldman Sachs International (“Goldman Sachs”), which is authorised by the Prudential
Regulation Authority and regulated by the Financial Conduct Authority and the Prudential
Regulation Authority in the United Kingdom, is acting exclusively for SABMiller and no one else in
connection with the matters referred to in this announcement and will not be responsible to
anyone other than SABMiller for providing the protections afforded to clients of Goldman Sachs,
or for providing advice in connection with the contents of this announcement or any other matter
referred to herein.
Disclosure requirements of the Takeover Code (the “Code”)
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant
securities of an offeree company or of any securities exchange offeror (being any offeror other
than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely
in cash) must make an Opening Position Disclosure following the commencement of the offer
period and, if later, following the announcement in which any securities exchange offeror is first
identified. An Opening Position Disclosure must contain details of the person’s interests and short
positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company
and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom
Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business
day following the commencement of the offer period and, if appropriate, by no later than 3.30
pm (London time) on the 10th business day following the announcement in which any securities
exchange offeror is first identified. Relevant persons who deal in the relevant securities of the
offeree company or of a securities exchange offeror prior to the deadline for making an Opening
Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any
class of relevant securities of the offeree company or of any securities exchange offeror must
make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or
of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing
concerned and of the person’s interests and short positions in, and rights to subscribe for, any
relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save
to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure
by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time)
on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal
or informal, to acquire or control an interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and
Dealing Disclosures must also be made by the offeree company, by any offeror and by any
persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening
Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table
on the Takeover Panel’s website at http://www.thetakeoverpanel.org.uk, including details of the
number of relevant securities in issue, when the offer period commenced and when any offeror
was first identified. If you are in any doubt as to whether you are required to make an Opening
Position Disclosure or a Dealing Disclosure, you should contact the Panel’s Market Surveillance
Unit on +44 (0)20 7638 0129.
Publication on Website
A copy of this announcement will be made available on www.sabmiller.com by no later than 12
noon (London time) on 8 October 2015.
You may request a hard copy of this announcement by contacting SABMiller’s company secretary
on +44 (0) 1483 264000. You may also request that all future documents, announcements and
information to be sent to you in relation to the offer should be in hard copy form.
Sponsor:
J.P. Morgan Equities South Africa (Pty) Ltd
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