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SABMILLER PLC - Form 8 disclosure - Alan Clark

Release Date: 01/06/2016 12:20
Code(s): SAB     PDF:  
Wrap Text
Form 8 disclosure - Alan Clark

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

FORM 8 (DD)

PUBLIC DEALING DISCLOSURE BY A PARTY TO AN OFFER OR PERSON ACTING IN
CONCERT (INCLUDING DEALINGS FOR THE ACCOUNT OF DISCRETIONARY
INVESTMENT CLIENTS)
Rules 8.1, 8.2 and 8.4 of the Takeover Code (the “Code”)

AMENDMENT – CHANGE TO SECTION 3(a)(i)

1.       KEY INFORMATION

(a) Full name of discloser:                                     Mr Alan Clark (Director of
                                                                SABMiller plc)
(b) Owner or controller of interests and short                  Trustee: R&H Trust Co (Jersey)
    positions disclosed, if different from 1(a):                Limited
    The naming of nominee or vehicle companies is
    insufficient. For a trust, the trustee(s), settlor and      Settlor: Alan Clark
    beneficiaries must be named.
                                                                Beneficiaries: The Clark family
(c) Name of offeror/offeree in relation to whose                SABMiller plc
    relevant securities this form relates:
    Use a separate form for each offeror/offeree
(d) Status of person making the disclosure:                     Person acting in concert with the
    e.g. offeror, offeree, person acting in concert with        offeree (SABMiller plc)
    the offeror/offeree (specify name of offeror/offeree)
(e) Date dealing undertaken:                                    29 March 2016

(f) In addition to the company in 1(c) above, is the            NO
    discloser making disclosures in respect of any
    other party to the offer?
    If it is a cash offer or possible cash offer, state “N/A”

2.       POSITIONS OF THE PERSON 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 following the dealing

Class of relevant security:                          Ordinary shares in SABMiller plc

                                                  Interests                     Short positions
                                              Number           %                Number          %
                                                     (1)
(1) Relevant securities owned                311,608        0.01922               NIL           -
    and/or controlled:
(2) Cash-settled derivatives:                    NIL                 -            NIL               -

(3) Stock-settled derivatives                    NIL                 -            NIL               -
    (including options) and
    agreements to purchase/sell:
                                               311,608          0.01922           NIL               -
      TOTAL:
                                                                                                               2

(1)
   Note: R&H Trust Co (Jersey) Limited, as trustee of The Clark Family Trust, is the registered holder of 311,608
ordinary shares of US$0.10 each in the capital of SABMiller plc.

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 (including directors’ and other employee
          options)

Class of relevant security in relation to              SABMiller plc ordinary shares
which subscription right exists:
Details, including nature of the rights                Details of the options and awards held by
concerned and relevant percentages:                    Mr. Alan Clark are set out below.

Share Options

       Grant date                Vesting Date             Subscription Price               Outstanding
                                  subject to                     (£)
                                 performance
                              conditions (where
                               applicable) (year
                              ending 31 March)
       18 May 2007                   Vested                       11.67                        33,500
       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
                                                                                                  3



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:
     - 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.

3.         DEALINGS BY THE PERSON MAKING THE DISCLOSURE

Where there have been dealings in more than one class of relevant securities of the offeror or
offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as appropriate) for each additional class
of relevant security dealt in.

The currency of all prices and other monetary amounts should be stated.

(a)        Purchases and sales

(i)        Party to an offer or person acting in concert (except for a principal trader in the
           same group as a connected adviser)

 Class of relevant           Purchase/sale             Number of               Price per unit
     security                                          securities
                               (2)
Ordinary shares in        Sale                    51,352                   £42.51
SABMiller plc
                                                                                                     4

(2)
  Note: These shares have been sold in order to pay the subscription costs and applicable
taxes incurred in the exercise of 100,000 share options. See paragraph (c)(ii) below.

(ii)      Principal trader where the sole reason for the connection is that the principal
          trader is in the same group as a connected adviser

       Class of        Purchases/           Total number       Highest price         Lowest price
       relevant          sales              of securities         per unit              per unit
       security                                                paid/received         paid/received



(b)       Cash-settled derivative transactions

       Class of       Product              Nature of dealing          Number of          Price per
       relevant      description         e.g. opening/closing a       reference             unit
       security       e.g. CFD             long/short position,       securities
                                         increasing/reducing a
                                            long/short position



(c)       Stock-settled derivative transactions (including options)

(i)       Writing, selling, purchasing or varying

 Class        Product         Writing,        Number       Exercise      Type        Expiry    Option
   of        description    purchasing,           of        price         e.g.        date     money
relevant       e.g. call      selling,       securities    per unit    American,                paid/
security        option      varying etc.      to which                 European               received
                                               option                     etc.                per unit
                                               relates



(ii)      Exercise

   Class of              Product            Exercising /          Number of         Exercise price
   relevant            description           exercised            securities           per unit
   security           e.g. call option         against
Ordinary             Share Options         Exercised          100,000              £10.61
shares in
SABMiller plc

(d)       Other dealings (including subscribing for new securities)

Class of relevant             Nature of dealing                   Details          Price per unit (if
    security            e.g. subscription, conversion                                applicable)



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 or person acting in concert
making the disclosure and any other person:
Irrevocable commitments and letters of intent should not be included. If there are no such
                                                                                          5

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 or person acting in concert making the disclosure 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)                                              NO

Supplemental Form 8 (SBL)                                                         NO



Date of disclosure:                            1 June 2016

Contact name:                                  Stephen Shapiro
                                               Group Company Secretary SABMiller plc
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
dealing 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

Date: 01/06/2016 12:20:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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