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Further 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”)
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: 31 May 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 338,445 0.02087 NIL -
and/or controlled:
(2) Cash-settled derivatives: NIL - NIL -
(3) Stock-settled derivatives NIL - NIL -
(including options) and
agreements to purchase/sell:
338,445 0.02087 NIL -
TOTAL:
2
(1)
Note: R&H Trust Co (Jersey) Limited, as trustee of The Clark Family Trust, is the registered holder of 338,445
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
31 May 2016 3 years (2019) 42.8275 82,190
31 May 2016 5 years (2021) 42.8275 41,095
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
31 May 2016 3 year (2019) 0.00 123,286
Value Share Awards
Award Date Subscription Outstanding
Price (£) (shares per
£10m of
Final vesting additional
Earliest value)
possible date
release date
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
31 May 2016 31 May 2019 31 May 2021 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 22,854 £42.744321
SABMiller plc
(2)
Note: These shares have been sold in order to pay the applicable taxes incurred in the
release of ordinary shares in SABMiller plc pursuant to the value share awards granted on 29
4
September 2011 (representing the release of 49,691 ordinary shares). See paragraph (d)(i)
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
(d) Other dealings (including subscribing for new securities)
(i) Release of ordinary shares in SABMiller plc under Value Share Awards
Class of relevant Nature of dealing Details Price per unit (if
security e.g. subscription, conversion applicable)
Ordinary shares Release of ordinary shares Release of 49,691 £0.00
in SABMiller plc under Value Share Awards ordinary shares
in SABMiller plc
under Value
Share Awards
granted on 29
September 2011
(ii) Grant of Share Options, Performance Share Awards and Value Share Awards
5
Class of relevant Nature of dealing Details Price per unit (if
security e.g. subscription, conversion applicable)
Ordinary shares Grant of share options and Grant of the N/A
in SABMiller plc awards share options
and awards as
further detailed
below.
Share Options
Grant date Vesting Date Subscription Price Outstanding
subject to (£)
performance
conditions (where
applicable) (year
ending 31 March)
31 May 2016 3 years (2019) 42.8275 82,190
31 May 2016 5 years (2021) 42.8275 41,095
Performance Share Awards
Award Date Vesting Date Subscription Price Outstanding
subject to (£)
performance
conditions (where
applicable) (year
ending 31 March)
31 May 2016 3 year (2019) 0.00 123,286
Value Share Awards
Award Date Subscription Outstanding
Price (£) (shares per
£10m of
Final vesting additional
Earliest value)
possible date
release date
31 May 2016 31 May 2019 31 May 2021 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.
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
agreements, arrangements or understandings, state “none”
6
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 12:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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