Wrap Text
Revised Offer by Anheuser-Busch InBev SA/NV
SABMiller plc
JSEALPHA CODE: SAB
ISSUER CODE: SOSAB
ISIN CODE: GB0004835483
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 ANNOUNCEMENT CONTAINS INSIDE INFORMATION
26 July 2016
SABMiller plc ("SABMiller")
Revised Offer by Anheuser-Busch InBev SA/NV (“AB InBev”)
The Board of SABMiller notes the announcement by AB InBev that it has made a revised and final
offer for the entire issued and to be issued share capital of SABMiller (the “Revised Offer”).
The Board of SABMiller confirms that on 22 July 2016 its Chairman had a conversation with the
Chairman of AB InBev about AB InBev’s offer for SABMiller in light of recent exchange rate volatility
and market movements. There was no discussion or agreement about the terms of today’s Revised
Offer.
The Revised Offer comprises an all-cash offer of GBP 45.00 per share in cash and a partial share
alternative, available for approximately 41% of the SABMiller shares, consisting of 0.483969 unlisted
shares and GBP 4.6588 in cash for each SABMiller share.
The Board of SABMiller confirms that last week it engaged Centerview Partners to provide additional
financial advice alongside that of its existing financial advisers. The Board will continue to consult with
shareholders and will meet in due course formally to review, having regard to all facts and
circumstances, the Revised Offer and a further announcement will be made thereafter.
Enquiries
SABMiller plc +44 (0) 20 7659 0100
Christina Mills, Director, Group Communications +44 (0) 20 7659 0105
Gary Leibowitz, Director, Investor Relations +44 (0) 20 7659 0119
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 International +44 (0) 20 7774 1000
Gilberto Pozzi
Mark Sorrell
Finsbury +44 (0) 20 7251 3801
Faeth Birch
James Murgatroyd
Linklaters LLP and Hogan Lovells International LLP are providing legal advice to SABMiller.
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.
Disclosure requirements of the Takeover Code (the “Code”)
Dealing Disclosure Requirements
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 3 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 27 July 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.
Sponsor: J.P. Morgan Equities South Africa (Pty) Ltd
Date: 26/07/2016 09:15:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
Sharenet Sites 
