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SABMILLER PLC - Amendment - Change to Section 3(a). form 8 (OPD)

Release Date: 12/11/2015 14:45
Code(s): SAB     PDF:  
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Amendment - Change to Section 3(a). form 8 (OPD)

SABMiller plc
JSEALPHA CODE: SAB
ISIN CODE: SOSAB
ISIN CODE: GB0004835483


AMENDMENT - CHANGE TO SECTION 3(a).

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:

All interests and all short positions should be disclosed.
                                                                                            2


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                              30,000                         0.00185
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
      18 May 2007              Vested                   11.67                   50,000
      18 May 2007              Vested                   11.67                   16,500
                                                                                       3

    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


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:
                                                                                             4

    -    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

  3 June 2013        3 June 2016        3 June 2018             0.00                30
                                                                                              5

  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


J.P. MORGAN STRUCTURED PRODUCTS 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:              46,665          0.0028        46,665         0.00
                                                              8                         288
(3) Stock-settled derivatives              91,936          0.0056          NIL            -
    (including options) and                                   8
    agreements to purchase/sell:
                                          138,601          0.0085        46,665         0.00
   TOTAL:                                                     6                         288


J.P. MORGAN (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            -
   TOTAL:


J.P. MORGAN LIMITED

Class of relevant security:                      Ordinary shares in SABMiller
                                               Interests              Short positions
Name                                      Number            %         Number          %
(1) Relevant securities owned              50,000        0.00311        Nil           -
                                                                                             6

and/or controlled:
(2) Cash-settled derivatives:          Nil                      -           Nil          -
(3) Stock-settled derivatives          Nil                      -           Nil          -
(including options) and
agreements to purchase/sell:
TOTAL:                               50,000             0.00311             Nil          -


(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:
                                                                                             7


MORGAN STANLEY HEDGING CO. LTD

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:              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
                                                                                          8

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
     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:                            11 November 2015

Contact name:                                  Stephen Shapiro

                                               Group Company Secretary

Telephone number:                              +44 207 659 0100


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.
                                                                                             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.

Sponsor: J.P. Morgan Equities South Africa (Pty) Ltd

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