Wrap Text
Board recommendation of AB InBev revised and final offer
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
29 July 2016
SABMiller plc ("SABMiller")
SABMiller Board recommendation of AB InBev revised and final offer
The Board of SABMiller has now met formally to consider the revised and final offer for the
entire issued and to be issued share capital of SABMiller as announced by Anheuser-Busch
InBev SA/NV (“AB InBev”) on 26 July 2016 (the “Revised Offer”).
The Revised Offer comprises an all-cash offer of GBP 45.00 per share (the “Cash
Consideration”) and a partial share alternative (the “PSA”), available for approximately 41% of
the SABMiller shares, consisting of 0.483969 unlisted shares and GBP 4.6588 in cash for each
SABMiller share. SABMiller shareholders on the register on 5 August 2016 will also receive and
retain the final dividend in respect of the financial year ended 31 March 2016 of US 93.75 cents
per share to be paid on 12 August 2016.
The SABMiller Board intends to recommend unanimously the Cash Consideration and that
SABMiller Shareholders vote in favour of the UK Scheme at the UK Scheme Court Meeting and
in favour of the SABMiller Resolutions to be proposed at the SABMiller General Meeting.
The SABMiller Board also unanimously concluded that it intends to propose to the UK Court that
Altria and BEVCO be treated as a separate class of shareholders and therefore to allow other
SABMiller shareholders to vote on the Revised Offer separately.
SABMiller Chairman, Jan du Plessis, said:
“The Board’s decision was difficult given changes in circumstances since the Board originally
recommended £44 per share in cash last November. At that time we were satisfied that the
50% premium to the undisturbed share price appropriately reflected the quality of the business
and its long term prospects.
“Since then, various factors have affected the value of the offer, most importantly the impact of
the Brexit vote on the value of Sterling and the re-rating of comparable companies. This has
made the Board’s decision more challenging, and we believe the final cash consideration of £45
per share to be at the lower end of the range of values considered recommendable.
“It is a huge credit to chief executive Alan Clark and his management team’s leadership and
professionalism that they have not allowed the distraction of the deal over the past eight months
to affect performance. They have continued to produce impressive results and further enhanced
the value of the business.
“In reaching its decision, the Board has considered the best interests of the Company as a
whole and has taken into account all salient facts and circumstances. The Board has also
received extensive shareholder feedback and considered the views of our financial advisers,
including the recently appointed Centerview Partners.
“We are cognisant that the PSA initially stood at a discount to the Cash Consideration, but
recent events have resulted in it now standing at a headline premium, before any illiquidity
discount. Amongst other reasons, that is why we intend to ask the UK Court to treat Altria and
BEVCO as a separate class of shareholders.
“Now that the regulatory pre-conditions are satisfied, the Board and management will continue
to work constructively with AB InBev to bring about successful completion of the transaction as
soon as practicable”.
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
Centerview Partners +44 (0) 20 7409 9700
Robin Budenberg
James Hartop
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.
Centerview Partners UK LLP (“Centerview Partners”), 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.
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 1 August 2016.
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.
Defined terms
Unless otherwise defined, capitalised terms used in this announcement have the meaning given
to them in Appendix 7 of the joint announcement made by SABMiller and AB InBev dated 11
November 2015.
Sponsor: J.P. Morgan Equities South Africa (Pty) Ltd
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