Wrap Text
Update regarding Possible Offer and further extension of PUSU deadline
SABMiller plc
JSEALPHA CODE: SAB
ISIN CODE: SOSAB
ISIN CODE: GB0004835483
Update regarding Possible Offer and further extension of PUSU deadline
The enclosed information constitutes regulated information as defined in the Belgian Royal Decree of
14 November 2007 regarding the duties of issuers of financial instruments which have been admitted for
trading on a regulated market.
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.
28 October 2015
SABMiller plc ("SABMiller") and Anheuser-Busch InBev SA/NV (“AB InBev”)
Update regarding Possible Offer and further extension of PUSU deadline
On 13 October 2015, SABMiller and AB InBev announced that they had reached agreement in
principle on the key terms of a possible recommended offer to be made by AB InBev for the entire
issued and to be issued share capital of SABMiller (the “Possible Offer”). Under the terms of the
Possible Offer, SABMiller shareholders would be entitled to receive GBP 44.00 per share in cash, with
a partial share alternative (“PSA”) available for approximately 41% of the SABMiller shares,
comprising 0.483969 unlisted shares and GBP 3.7788 in cash for each SABMiller share.
In addition, under the Possible Offer, SABMiller shareholders would be entitled to any dividends
declared or paid by SABMiller in the ordinary course prior to completion of the possible transaction,
on the basis set out in the announcement on 13 October 2015 and to be set out in more detail in any
announcement of a firm intention to make an offer.
At the time of the announcement, the Board of SABMiller indicated to AB InBev that it would be
prepared unanimously to recommend the all-cash offer of GBP 44.00 per SABMiller share to
SABMiller shareholders, subject to their fiduciary duties and satisfactory resolution of the other
terms and conditions of the Possible Offer.
AB InBev has now completed its confirmatory due diligence review of SABMiller and reconfirmed the
financial and other terms of the Possible Offer. AB InBev has also confirmed that facilities which will
allow AB InBev to provide certain funds in support of the cash components of the Possible Offer have
been negotiated and can be executed at short notice. In order to allow SABMiller and AB InBev to
continue their discussions with respect to other aspects of the transaction (as referred to in the
announcement on 13 October 2015), the Board of SABMiller has requested the Panel on Takeovers
and Mergers (the "Panel") to extend the relevant PUSU deadline until 5.00pm on 4 November 2015.
Further extension of the PUSU deadline
In accordance with Rule 2.6(a) of the Code, AB InBev was required, by not later than 5.00 pm on 28
October 2015, to either announce a firm intention to make an offer for SABMiller in accordance with
Rule 2.7 of the Code or announce that it does not intend to make an offer for SABMiller, in which
case the announcement will be treated as a statement to which Rule 2.8 of the Code applies.
In accordance with Rule 2.6(c) of the Code, the Board of SABMiller has requested that the Panel
extends the relevant deadline, as referred to above. In the light of this request, an extension has
been granted by the Panel and AB InBev must, by not later than 5.00 pm on 4 November 2015, either
announce a firm intention to make an offer for SABMiller in accordance with Rule 2.7 of the Code or
announce that it does not intend to make an offer for SABMiller, in which case the announcement
will be treated as a statement to which Rule 2.8 of the Code applies. This deadline will only be
extended with the consent of the Panel in accordance with Rule 2.6(c) of the Code.
The announcement of a formal transaction would be subject to the following matters:
a) unanimous recommendation by the Board of SABMiller in respect of the all-cash offer, and
the execution of irrevocable undertakings to vote in favour of the transaction from members
of the SABMiller Board, in a form acceptable to AB InBev;
b) the execution of irrevocable undertakings to vote in favour of the transaction and to elect for
the PSA from SABMiller’s two major shareholders, Altria Group, Inc. and BevCo Ltd., in each
case in respect of all of their shareholding and in a form acceptable to AB InBev and
SABMiller;
c) the execution of irrevocable undertakings to vote in favour of the transaction from AB
InBev’s largest shareholders, the Stichting Anheuser-Busch InBev, EPS Participations SaRL and
BRC SaRL in a form acceptable to AB InBev and SABMiller; and
d) final approval by the Board of AB InBev.
The Board of AB InBev fully supports the terms of this Possible Offer and expects (subject to the
matters above) to give its formal approval immediately prior to announcement.
AB InBev reserves the right to waive in whole or in part any of the pre-conditions to making an offer
set out in this announcement, other than c) above which will not be waived.
The conditions of the transaction will be customary for a combination of this nature, and will include
approval by both companies’ shareholders and receipt of antitrust and regulatory approvals.
In view of the timetable for obtaining some of these approvals, AB InBev envisages proceeding by
way of a pre-conditional scheme of arrangement in accordance with the Code.
The cash consideration under the transaction would be financed through a combination of AB
InBev’s internal financial resources and new third party debt.
As previously announced, AB InBev has reserved the following rights:
a) to introduce other forms of consideration and/or to vary the composition of consideration;
b) to implement the transaction through or together with a subsidiary of AB InBev or NewCo or
a company which will become a subsidiary of AB InBev or NewCo;
c) to make an offer (including the all-cash offer and PSA) for SABMiller at any time on less
favourable terms:
(i) with the agreement or recommendation of the Board of SABMiller;
(ii) if a third party announces a firm intention to make an offer for SABMiller on less
favourable terms; or
(iii) following the announcement by SABMiller of a whitewash transaction pursuant to
the Code; and
d) to reduce its offer (including the all-cash offer and PSA) by the amount of any dividend that is
announced, declared, made or paid by SABMiller prior to completion, save for ordinary
course dividends declared or paid prior to completion, which shall not exceed USD 0.2825
per share for the period ended 30 September 2015 and a further USD 0.9375 per share for
the period ended 31 March 2016 (totalling USD 1.22 per share) and shall not exceed an
amount to be agreed between AB InBev and SABMiller in respect of periods thereafter
(which shall be disclosed in any announcement of a firm intention to make an offer).
The announcement does not constitute an offer or impose any obligation on AB InBev to make an
offer, nor does it evidence a firm intention to make an offer within the meaning of the Code. There
can be no certainty that a formal offer will be made.
A further announcement will be made when appropriate.
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
Anheuser-Busch InBev SA/NV
Marianne Amssoms +1 212 573 9281
Graham Staley +1 212 573 4365
Karen Couck +1 212 573 9283
Kathleen Van Boxelaer +32 (0) 16 27 68 23
Christina Caspersen +1 212 573 4376
Heiko Vulsieck +32 (0) 16 27 68 88
Lazard – Lead Financial Adviser +44 (0) 20 7187 2000
William Rucker
Charlie Foreman
Deutsche Bank – Financial Adviser and Corporate Broker +44 (0) 20 7545 8000
Andrew Tusa
Ben Lawrence
Simon Hollingsworth
Barclays – Financial Adviser +44 (0) 207 623 2323
Wilco Faessen
Gary Posternack
Mark Todd
BNP Paribas – Financial Adviser +44 (0) 20 7595 2000
Eric Jacquemot
Bjorn De Carro
Merrill Lynch International – Financial Adviser +44 (0) 20 7628 1000
Federico Aliboni
Michael Findlay
Geoff Iles
Brunswick Group
Steve Lipin +1 212 333 3810
Richard Jacques +44 (0) 20 7404 5959
Sponsor: J.P. Morgan Equities South Africa (Pty) Ltd
Linklaters LLP and Hogan Lovells International LLP are retained as legal advisers to SABMiller.
Freshfields Bruckhaus Deringer LLP, Cravath, Swaine & Moore and Clifford Chance LLP are retained as
legal advisers to AB InBev.
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.
Lazard is acting exclusively as lead financial adviser to AB InBev and for no one else in connection
with the matters described in this announcement and is not, and will not be, responsible to anyone
other than AB InBev for providing the protections afforded to clients of Lazard, or for providing
advice in connection with the matters described in this announcement. For these purposes "Lazard"
means Lazard Frères & Co. LLC and Lazard & Co., Limited. Lazard & Co., Limited is authorised and
regulated in the United Kingdom by the Financial Conduct Authority. Neither Lazard nor any of its
affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any person who is not a client of Lazard in
connection with this announcement or the matters described in this announcement.
Deutsche Bank AG is authorised under German Banking Law (competent authority: European Central
Bank) and, in the United Kingdom, by the Prudential Regulation Authority. It is subject to supervision
by the European Central Bank and by BaFin, Germany's Federal Financial Supervisory Authority, and
is subject to limited regulation in the United Kingdom by the Prudential Regulation Authority and
Financial Conduct Authority. Details about the extent of its authorisation and regulation by the
Prudential Regulation Authority, and regulation by the Financial Conduct Authority, are available on
request or from www.db.com/en/content/eu_disclosures.htm
Deutsche Bank AG, acting through its London branch ("DB"), is acting as financial adviser and
corporate broker to AB InBev and no other person in connection with this announcement or its
contents. DB will not be responsible to any person other than AB InBev for providing any of the
protections afforded to clients of DB, nor for providing any advice in relation to any matter referred
to herein. Without limiting a person's liability for fraud, neither DB nor any of its subsidiary
undertakings, branches or affiliates nor any of its or their respective directors, officers,
representatives, employees, advisers or agents owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to
any person who is not a client of DB in connection with this announcement, any statement contained
herein or otherwise.
Barclays Bank PLC, through its Investment Bank ("Barclays"), is acting as financial adviser exclusively
for AB InBev and no one else in connection with the matters referred to in this announcement and is
not, and will not be responsible to any person other than AB InBev for providing the protections
afforded to clients of Barclays nor for giving advice in connection with the matters referred to in this
announcement. Barclays is authorised by the Prudential Regulation Authority and regulated by the
Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom.
BNP Paribas is incorporated in France with limited liability under registration no. 662 042 449 RCS
Paris and has its Registered Office at 16 boulevard des Italiens, 75009 Paris, France. 662 042 449 RCS
Paris. BNP Paribas is lead supervised by the European Central Bank ("ECB") and the Autorité de
Contrôle Prudentiel et de Résolution ("ACPR"). BNP Paribas London Branch is registered in England
and Wales under no. FC13447 and has its Registered Office at 10 Harewood Avenue, London NW1
6AA. BNP Paribas London Branch is authorised by the ECB, the ACPR and the Prudential Regulation
Authority and is subject to regulation by the Financial Conduct Authority and Prudential Regulation
Authority for activities carried out in and from the United Kingdom. Details about the extent of such
authorisation and regulation by the Prudential Regulation Authority, and regulation by the Financial
Conduct Authority are available on request.
Please note that BNP Paribas is acting exclusively for AB InBev and no one else in connection with the
subject matter of this announcement, and will not be responsible to anyone other than AB InBev for
providing the protections afforded to clients of BNP Paribas or for providing advice in relation to the
subject matter of this announcement.
Merrill Lynch International, a subsidiary of Bank of America Corporation ("Merrill Lynch"), which is
authorised by the Prudential Regulation Authority and regulated by the FCA and the Prudential
Regulation Authority in the UK, is acting exclusively for AB InBev and no one else in connection with
the matters referred to in this announcement and will not be responsible to anyone other than AB
InBev for providing the protections afforded to its clients or for providing advice in relation to the
matters referred to in this announcement.
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 29 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.
Further information, including all documents related to the proposed transaction can be found at
www.globalbrewer.com.
English, Dutch and French versions of this press release will be available on www.ab-inbev.com.
Forward Looking Statements
This press release contains “forward-looking statements”. These statements are based on the
current expectations and views of future events and developments of the management of AB InBev
and are naturally subject to uncertainty and changes in circumstances. The forward-looking
statements contained in this release include statements relating to AB InBev’s proposal to the Board
of SABMiller, and other statements other than historical facts. Forward-looking statements include
statements typically containing words such as “will”, “may”, “should”, “believe”, “intends”, “expects”,
“anticipates”, “targets”, “estimates”, “likely”, “foresees” and words of similar import. All statements
other than statements of historical facts are forward-looking statements. You should not place undue
reliance on these forward-looking statements, which reflect the current views of the management of
AB InBev, are subject to numerous risks and uncertainties about AB InBev and SABMiller and are
dependent on many factors, some of which are outside of AB InBev’s control. There are important
factors, risks and uncertainties that could cause actual outcomes and results to be materially
different, including that there can be no certainty that the approach in respect of the proposed
transaction described herein will result in an offer or agreement, or as to the terms of any such
agreement, and the risks relating to AB InBev described under Item 3.D of its Annual Report on Form
20-F (“Form 20-F”) filed with the US Securities and Exchange Commission (“SEC”) on 24 March 2015.
Other unknown or unpredictable factors could cause actual results to differ materially from those in
the forward-looking statements.
The forward-looking statements should be read in conjunction with the other cautionary statements
that are included elsewhere, including AB InBev’s most recent Form 20-F, reports furnished on Form
6-K, and any other documents that AB InBev or SABMiller have made public. Any forward-looking
statements made in this communication are qualified in their entirety by these cautionary
statements, and there can be no assurance that the actual results or developments anticipated by AB
InBev will be realized or, even if substantially realized, that they will have the expected consequences
to, or effects on, AB InBev or its business or operations. Except as required by law, AB InBev
undertakes no obligation to publicly update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise.
Future SEC Filings and This Filing: Important Information
In the event that AB InBev and SABMiller enter into a transaction, AB InBev or NewCo may be
required to file relevant materials with the SEC. Such documents, however, are not currently
available. INVESTORS ARE URGED TO READ ANY DOCUMENTS REGARDING THE POTENTIAL
TRANSACTION IF AND WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. Investors will be able to obtain a free copy of such filings without charge, at the
SEC’s website (http://www.sec.gov) once such documents are filed with the SEC. Copies of such
documents may also be obtained from AB InBev, without charge, once they are filed with the SEC.
Notice to US investors
If AB InBev made an offer for SABMiller, then US holders of SABMiller shares should note that the
steps of any transaction requiring approval by SABMiller shareholders may be implemented under a
UK scheme of arrangement provided for under English company law. If so, it is expected that any
shares to be issued under the transaction to SABMiller shareholders would be issued in reliance
upon the exemption from the registration requirements of the US Securities Act of 1933, provided by
Section 3(a)(10) thereof and would be subject to UK disclosure requirements (which are different
from those of the United States). The transaction may instead be implemented by way of a takeover
offer under English law. If so, any securities to be issued under the transaction to SABMiller
shareholders will be registered under the US Securities Act, absent an applicable exemption from
registration. If the transaction is implemented by way of UK takeover offer, it will be done in
compliance with the applicable rules under the US Exchange Act of 1934, including any applicable
exemptions provided under Rule 14d-1(d) thereunder.
This filing shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor
shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No
offering of securities shall be made except by means of a prospectus meeting the requirements of
Section 10 of the Securities Act of 1933, as amended.
Date: 28/10/2015 09:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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