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Form 8 (OPD) SABMiller plc
SABMiller plc
JSEALPHA CODE: SAB
ISIN CODE: SOSAB
ISIN CODE: GB0004835483
Form 8 (OPD) SABMiller plc
FORM 8 (OPD)
PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER
Rules 8.1 and 8.2 of the Takeover Code (the “Code”)
1. KEY INFORMATION
(a) Full name of discloser: SABMILLER PLC (“SABMILLER”)
(b) Owner or controller of interests and short N/A
positions disclosed, if different from 1(a):
The naming of nominee or vehicle companies is
insufficient. For a trust, the trustee(s), settlor and
beneficiaries must be named.
(c) Name of offeror/offeree in relation to whose SABMILLER
relevant securities this form relates:
Use a separate form for each offeror/offeree
(d) Is the discloser the offeror or the offeree? OFFEREE
(e) Date position held: 28 SEPTEMBER 2015
The latest practicable date prior to the disclosure
(f) In addition to the company in 1(c) above, is the YES
discloser making disclosures in respect of any
other party to the offer? If YES, specify which:
If it is a cash offer or possible cash offer, state “N/A” ANHEUSER-BUSCH INBEV
SA/NV
2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE
If there are positions or rights to subscribe to disclose in more than one class of relevant
securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for
each additional class of relevant security.
(a) Interests and short positions in the relevant securities of the offeror or offeree
to which the disclosure relates
Class of relevant security: Ordinary shares in SABMILLER
Interests Short positions
Number % Number %
(1) Relevant securities owned NIL - NIL -
and/or controlled:
(2) Cash-settled derivatives: NIL - NIL -
(3) Stock-settled derivatives NIL - NIL -
(including options) and
agreements to purchase/sell:
NIL - NIL -
TOTAL:
2
All interests and all short positions should be disclosed.
Details of any open stock-settled derivative positions (including traded options), or
agreements to purchase or sell relevant securities, should be given on a Supplemental
Form 8 (Open Positions).
Details of any securities borrowing and lending positions or financial collateral arrangements
should be disclosed on a Supplemental Form 8 (SBL).
(b) Rights to subscribe for new securities
Class of relevant security in relation to None
which subscription right exists:
Details, including nature of the rights N/A
concerned and relevant percentages:
3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE
OFFER MAKING THE DISCLOSURE
Details of any interests, short positions and rights to subscribe (including directors’
and other employee options) of any person acting in concert with the party to the offer
making the disclosure:
(a) Beneficial holdings of directors of SABMiller in ordinary shares in SABMiller
Name Number of ordinary shares in Percentage of issued
SABMiller ordinary share capital in
SABMiller (per cent.)
Jan du Plessis 30,000 0.00185
Alan Clark 352,960 0.02181
Domenic De Lorenzo 126,355 0.00781
Guy Elliott 3,114 0.00019
Mark Armour 3,000 0.00019
Geoffrey Bible 102,100 0.00631
Dinyar Devitre 31,125 0.00192
Lesley Knox 3,000 0.00019
Dambisa Moyo 386 0.00002
Helen Weir 306 0.00002
(b) Options and awards held by directors of SABMiller in SABMiller Shares
(i) Options and awards held by Alan Clark
Share Options
Grant date Vesting Date Subscription Price Outstanding
subject to (£)
performance
conditions (where
applicable) (year
ending 31 March)
19 May 2006 Vested 10.61 33,500
19 May 2006 Vested 10.61 50,000
19 May 2006 Vested 10.61 16,500
18 May 2007 Vested 11.67 33,500
3
18 May 2007 Vested 11.67 50,000
18 May 2007 Vested 11.67 16,500
16 May 2008 Vested 12.50 33,500
16 May 2008 Vested 12.50 50,000
16 May 2008 Vested 12.50 16,500
1 August 2008 Vested 10.49 16,750
1 August 2008 Vested 10.49 25,000
1 August 2008 Vested 10.49 8,250
15 May 2009 Vested 12.31 50,250
15 May 2009 Vested 12.31 75,000
15 May 2009 Vested 12.31 24,750
1 June 2010 Vested 19.51 43,550
1 June 2010 Vested 19.51 21,450
1 June 2010 Vested 19.51 65,000
1 June 2011 Vested 22.495 65,000
1 June 2011 5 years (2016) 22.495 21,450
1 June 2011 Vested 22.495 41,851
1 June 2012 5 years (2017) 23.95 66,000
3 June 2013 3 years (2016) 33.30 93,800
3 June 2013 5 years (2018) 33.30 46,200
2 June 2014 3 years (2017) 33.11 101,081
2 June 2014 5 years (2019) 33.11 49,786
1 June 2015 3 years (2018) 34.94 97,311
1 June 2015 5 years (2020) 34.94 49,084
1 June 2015 3 years (2018) 34.94 858
Performance Share Awards
Award Date Vesting Date Subscription Price Outstanding
subject to (£)
performance
conditions (where
applicable) (year
ending 31 March)
3 June 2013 3 year (2016) 0.00 70,000
2 June 2014 3 year (2017) 0.00 75,434
1 June 2015 3 year (2018) 0.00 73,627
Value Share Awards
Award Date Subscription Outstanding
Price (£) (shares per
£10m of
Final vesting additional
Earliest value)
possible date
release date
29 September 1 June 2014 1 June 2016 0.00 115
2011
1 June 2012 1 June 2015 1 June 2017 0.00 175
3 June 2013 3 June 2016 3 June 2018 0.00 125
2 June 2014 2 June 2017 2 June 2019 0.00 125
1 June 2015 1 June 2018 1 June 2020 0.00 125
4
The number of shares which can be released under a value share award is dependent upon
TSR outperformance compared with the median of a comparator group over three, four and
five-year performance periods:
? at median or below median TSR performance, no shares will vest; and
? for every £10 million of additional shareholder value created, a pre-determined fixed
number of shares will vest (as set out in the table above).
This is described in further detail on pages 90, 95 and 96 of SABMiller’s 2015 Annual Report.
(ii) Options and awards held by Domenic De Lorenzo
Share Options
Grant date Vesting Date Subscription Price Outstanding
subject to (£)
performance
conditions (where
applicable) (year
ending 31 March)
1 December 2011 5 years (2016) 22.40 12,210
1 June 2012 5 years (2017) 23.95 16,500
3 June 2013 3 years (2016) 33.30 18,760
3 June 2013 5 years (2018) 33.30 9,240
2 June 2014 3 years (2017) 33.11 15,090
2 June 2014 3 years (2017) 33.11 10,110
2 June 2014 5 years (2019) 33.11 4,979
1 June 2015 3 years (2018) 34.94 29,117
1 June 2015 3 years (2018) 34.94 19,983
1 June 2015 5 years (2020) 34.94 9,991
1 June 2015 3 years (2018) 34.94 858
Performance Share Awards
Award Date Vesting Date Subscription Price Outstanding
subject to (£)
performance
conditions (where
applicable) (year
ending 31 March)
3 June 2013 3 year (2016) 0.00 14,000
2 June 2014 3 year (2017) 0.00 15,090
1 June 2015 3 year (2018) 0.00 29,975
Value Share Awards
Award Date Subscription Outstanding
Price (£) (shares per
£10m of
additional
Earliest Final vesting
value)
possible date
release date
1 December 1 June 2014 1 June 2016 0.00 50
2011
1 June 2012 1 June 2015 1 June 2017 0.00 50
5
3 June 2013 3 June 2016 3 June 2018 0.00 30
2 June 2014 2 June 2017 2 June 2019 0.00 30
1 June 2015 1 June 2018 1 June 2020 0.00 60
The number of shares which can be released under a value share award is dependent upon
TSR outperformance compared with the median of a comparator group over three, four and
five-year performance periods:
? at median or below median TSR performance, no shares will vest; and
? for every £10 million of additional shareholder value created, a pre-determined fixed
number of shares will vest (as set out in the table above).
This is described in further detail on pages 90, 95 and 96 of SABMiller’s 2015 Annual Report.
(c) Interests and short positions of SABMiller’s advisers in ordinary shares in
SABMiller
JPMORGAN STRUCTURED PRODUCTS BV
Class of relevant Ordinary shares in SABMiller
security:
Interests Short positions
Name Number % Number %
(1) Relevant NIL - NIL -
securities
owned and/or
controlled:
(2) Cash-settled 46,665 0.00288 46,665 0.00288
derivatives:
(3) Stock-settled 91,936 0.00568 NIL -
derivatives
(including
options) and
agreements to
purchase/sell:
138,601 0.00856 46,665 0.00288
TOTAL:
JPMORGAN (SUISSE) SA
Class of relevant security: Ordinary shares in SABMiller
Interests Short positions
Name Number % Number %
(1) Relevant securities owned 9,548 0.00059 NIL -
and/or controlled:
(2) Cash-settled derivatives: NIL - NIL -
(3) Stock-settled derivatives NIL - NIL -
(including options) and
agreements to purchase/sell:
9,548 0.00059 NIL -
6
TOTAL:
(GS) GOLDMAN, SACHS & CO
Class of relevant security: Ordinary shares in SABMiller
Interests Short positions
Name Number % Number %
(1) Relevant securities owned 6,654 0.00041 NIL -
and/or controlled:
(2) Cash-settled derivatives: NIL - NIL -
(3) Stock-settled derivatives NIL - NIL -
(including options) and
agreements to purchase/sell:
6,654 0.00041 NIL -
TOTAL:
MORGAN STANLEY
Class of relevant security: Ordinary shares in SABMiller
Interests Short positions
Name Number % Number %
(1) Relevant securities owned NIL - NIL -
and/or controlled:
(2) Cash-settled derivatives: 119,364 0.00737 113,451 0.0070
(3) Stock-settled derivatives NIL - NIL -
(including options) and
agreements to
purchase/sell:
119,364 0.00737 113,451 0.0070
TOTAL:
MORGAN STANLEY (JERSEY) LIMITED
Class of relevant security: Ordinary shares in SABMiller
Interests Short positions
Name Number % Number %
(1) Relevant securities owned NIL - NIL -
and/or controlled:
(2) Cash-settled derivatives: 30,277 0.00187 30,276 0.00187
(3) Stock-settled derivatives NIL - NIL -
(including options) and
agreements to
purchase/sell:
30,277 0.00187 30,276 0.00187
TOTAL:
MORGAN STANLEY HEDGING CO. LTD
Class of relevant security: Ordinary shares in SABMiller
7
Interests Short positions
Name Number % Number %
(1) Relevant securities owned NIL - NIL -
and/or controlled:
(2) Cash-settled derivatives: 306 0.00000 3,787 0.00023
(3) Stock-settled derivatives NIL - NIL -
(including options) and
agreements to
purchase/sell:
306 0.00000 3,787 0.00023
TOTAL:
MORGAN STANLEY B.V.
Class of relevant security: Ordinary shares in SABMiller
Interests Short positions
Name Number % Number %
(1) Relevant securities owned NIL - NIL -
and/or controlled:
(2) Cash-settled derivatives: 325,507 0.02011 313,844 0.01939
(3) Stock-settled derivatives NIL - NIL -
(including options) and
agreements to
purchase/sell:
325,507 0.02011 313,844 0.01939
TOTAL:
Details of any open stock-settled derivative positions (including traded options), or
agreements to purchase or sell relevant securities, should be given on a Supplemental Form
8 (Open Positions).
Details of any securities borrowing and lending positions or financial collateral arrangements
should be disclosed on a Supplemental Form 8 (SBL).
4. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
Details of any indemnity or option arrangement, or any agreement or understanding,
formal or informal, relating to relevant securities which may be an inducement to deal
or refrain from dealing entered into by the party to the offer making the disclosure or
any person acting in concert with it:
Irrevocable commitments and letters of intent should not be included. If there are no such
agreements, arrangements or understandings, state “none”
None
(b) Agreements, arrangements or understandings relating to options or derivatives
Details of any agreement, arrangement or understanding, formal or informal, between
the party to the offer making the disclosure, or any person acting in concert with it, and
any other person relating to:
(i) the voting rights of any relevant securities under any option; or
(ii) the voting rights or future acquisition or disposal of any relevant securities to which
8
any derivative is referenced:
If there are no such agreements, arrangements or understandings, state “none”
None
(c) Attachments
Are any Supplemental Forms attached?
Supplemental Form 8 (Open Positions) YES
Supplemental Form 8 (SBL) NO
Date of disclosure: 30 September 2015
Contact name: Stephen Shapiro
Group Company Secretary
Telephone number: +44 1483 264000
Public disclosures under Rule 8 of the Code must be made to a Regulatory Information
Service and must also be emailed to the Takeover Panel at monitoring@disclosure.org.uk.
The Panel’s Market Surveillance Unit is available for consultation in relation to the Code’s
disclosure requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel’s website at www.thetakeoverpanel.org.uk.
30 September 2015
Sponsor:
J.P. Morgan Equities SA (Pty) Ltd
9
SUPPLEMENTAL FORM 8 (OPEN POSITIONS)
DETAILS OF OPEN STOCK-SETTLED DERIVATIVE (INCLUDING OPTION) POSITIONS,
AGREEMENTS TO PURCHASE OR SELL ETC.
Note 5(i) on Rule 8 of the Takeover Code (the “Code”)
1. KEY INFORMATION
Full name of person making disclosure: J.P. Morgan Structured Products
B.V.
Name of offeror/offeree in relation to whose SABMiller plc
relevant securities the disclosure relates:
2. STOCK-SETTLED DERIVATIVES (INCLUDING OPTIONS)
Class of Product Written or Number of Exercise Type Expiry
relevant description purchased securities price e.g. date
security e.g. call to which per unit American,
option option or European
derivative etc.
relates
Ordinary Fixed Purchased 91,936* 36.7000 American 26/10/16
Share Coupon GBP
Noted
* This instrument may in certain circumstances be physically settled and the interest in
shares has been calculated as the maximum number of SABMiller plc shares that the
counterparty may acquire at the exercise price.
3. AGREEMENTS TO PURCHASE OR SELL ETC.
Full details should be given so that the nature of the interest or position can be fully
understood:
It is not necessary to provide details on a Supplemental Form (Open Positions) with regard to
cash-settled derivatives.
The currency of all prices and other monetary amounts should be stated.
The Panel’s Market Surveillance Unit is available for consultation in relation to the Code’s
disclosure requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel’s website at www.thetakeoverpanel.org.uk.
Date: 30/09/2015 12:45:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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