Wrap Text
Publication of the Scheme Document and the AB InBev Transaction Documents
SABMiller plc
JSEALPHA CODE: SAB
ISSUER CODE: SOSAB
ISIN CODE: GB0004835483
26 August 2016
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO
ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION
RECOMMENDED ACQUISITION OF SABMILLER PLC BY ANHEUSER-BUSCH
INBEV SA/NV (THROUGH NEWBELCO SA/NV)
Publication of the Scheme Document and the AB InBev Transaction
Documents
Further to SABMiller’s announcement on 23 August 2016, SABMiller is today publishing the Scheme
Document, which is being sent, or made available, to SABMiller Shareholders.
The Scheme Document sets out, amongst other things, a letter from the Chairman of SABMiller, the
full terms and conditions of the UK Scheme, the recommendation of the board of SABMiller, an
explanatory statement (including details on the structure of the Transaction), notices of the required
meetings, an expected timetable of principal events and details of the action to be taken by SABMiller
Shareholders.
The Scheme Document will be available on the SABMiller website at
http://www.sabmiller.com/investors/ABInBev-Offer up to and including the end of the Offer.
As described in the Scheme Document, the UK Scheme will require the approval of SABMiller
Shareholders at the UK Scheme Court Meeting and the passing of a special resolution at the
SABMiller General Meeting, and then the approval of the UK Court.
The UK Scheme Court Meeting and the SABMiller General Meeting to approve the UK Scheme are
scheduled to be held at 9.00 a.m. and 9.15 a.m. respectively on 28 September 2016 at the Grosvenor
House Hotel, 86-90 Park Lane, London, W1K 7TN, United Kingdom.
The expected timetable of principal events is set out below.
Defined terms used but not defined in this announcement have the meanings set out in the Scheme
Document.
Publication and availability of the AB InBev Transaction Documents
AB InBev is also publishing today certain other documents in connection with the Transaction (the
“AB InBev Transaction Documents”).
Further information regarding the Transaction, including the AB InBev Transaction Documents and
other documents related to the Transaction, can be found at www.ab-inbev.com and
www.globalbrewer.com.
In order to comply with certain relevant laws and regulations, certain of the AB InBev Transaction
Documents are being sent by AB InBev or Newbelco (as applicable) to the following SABMiller
Shareholders:
- all SABMiller Shareholders registered on the South African Register and all Underlying
Shareholders holding SABMiller Shares in uncertificated form in the STRATE system are
being sent a copy of the South African Offer Prospectus; and
- all SABMiller Shareholders on the UK Register or the South African Register with a registered
address in the United States are being sent a copy of the Belgian Offer Prospectus and copies
will be made available for all Underlying Shareholders with a registered address in the United
States.
Further information regarding the AB InBev Transaction Documents is set out in the Scheme
Document.
Expected timetable of principal events
The following indicative timetable sets out expected dates for the implementation of the UK Scheme
and principal events of the Transaction. All references to times are to London time unless otherwise
stated.
Event Time and/or date(1)
(2)
Latest time for lodging BLUE Forms of Proxy 9.00 a.m. on 26 September 2016
and registering proxy appointments
electronically for the UK Scheme Court
Meeting
(3)
Latest time for lodging WHITE Forms of Proxy 9.15 a.m. on 26 September 2016
and registering proxy appointments
electronically for the SABMiller General
Meeting
(4)
Voting Record Time 6.30 p.m. on 26 September 2016
AB InBev General Meeting 9.00 a.m. (Brussels time) on 28 September 2016
UK Scheme Court Meeting 9.00 a.m. on 28 September 2016
(5)
SABMiller General Meeting 9.15 a.m. on 28 September 2016
Newbelco General Meeting 11.00 a.m. (Brussels time) on 28 September 2016
Last day to trade in SABMiller Shares on the 29 September 2016
South African Register
(6)
Suspension of listing of SABMiller Shares on the At start of day on 30 September 2016
Johannesburg Stock Exchange
(7)
UK Scheme Court Sanction Hearing 4 October 2016
Last day of dealings in, and for registration of 4 October 2016
transfers of, and disablement in CREST of,
SABMiller Shares on the UK Register
UK Scheme Record Time 6.00 p.m. on 4 October 2016
Expected UK Scheme Effective Time 6.15 p.m. on 4 October 2016
Delisting of SABMiller Shares on the London by 8.00 a.m. on 5 October 2016
Stock Exchange and the Johannesburg Stock
Exchange
Capital Increase, issue of Initial Newbelco Shares 6 October 2016
to SABMiller Shareholders and the
Re-registration
Belgian Offer opens 8 a.m. (9 a.m. Brussels time) on 7 October 2016
Latest time for lodging, changing/amending 6 p.m. (7 p.m. Brussels time) on 7 October
(8)
the GREEN Form of Election or for making 2016
an Electronic Election
Belgian Offer Closes 6 p.m. (7 p.m. Brussels time) on 7 October 2016
Reclassification and Consolidation By 11 a.m. (12 p.m. Brussels time) on 8 October
2016
Belgian Merger (between AB InBev and 7 p.m. (8 p.m. Brussels time) on 10 October
Newbelco) becomes effective 2016
New Ordinary Shares listed and commencement At opening of markets on 11 October 2016
of dealings in the New Ordinary Shares on
Euronext Brussels, the Johannesburg Stock
Exchange and the Mexico Stock Exchange,
and listing of Newbelco ADSs on the NYSE
Expected date for despatch of cheques, 11 October 2016
electronic funds transfers and crediting of
CREST and the STRATE system accounts
for cash proceeds due under the Belgian
Offer
Last date for despatch of cheques, electronic 13 October 2016
funds transfers and crediting of CREST and
the STRATE system accounts for cash
proceeds due under the Belgian Offer
(9)
Long Stop Date 11 May 2017
Notes:
(1) All times shown are London times unless otherwise stated. The dates and times given are indicative only and are
based on AB InBev’s and SABMiller’s current expectations and may be subject to change. If any of the times
and/or dates above change, the revised times and/or dates will be notified to SABMiller Shareholders by
announcement through a Regulatory Information Service, on SENS and in the usual South African business
newspapers for announcements of this nature.
(2) The BLUE Form of Proxy for the UK Scheme Court Meeting may, alternatively, be handed to Equiniti or the
Chairman of the UK Scheme Court Meeting before the start of the UK Scheme Court Meeting (or any adjournment
thereof). However, if possible, SABMiller Shareholders are requested to lodge the BLUE Forms of Proxy at least
48 hours before the time appointed for the UK Scheme Court Meeting.
(3) The WHITE Form of Proxy for the SABMiller General Meeting must be lodged with the relevant SABMiller Registrar
by no later than 9.15 a.m. on 26 September 2016 in order for it to be valid, or, if the SABMiller General Meeting is
adjourned, no later than 48 hours before the time fixed for the holding of the adjourned meeting. If the WHITE Form
of Proxy is not returned by such time, it will be invalid.
(4) If either SABMiller Meeting is adjourned, the Voting Record Time for the adjourned SABMiller Meeting will be
6.30 p.m. on the date which is two days before the date set for the adjourned SABMiller Meeting.
(5) To commence at the time fixed or, if later, immediately after the conclusion or adjournment of the UK Scheme Court
Meeting.
(6) SABMiller Shares on the South African Register cannot be rematerialized or dematerialized from the commencement
of trade on 30 September 2016.
(7) Or, if later, not later than 30 Business Days after the satisfaction or waiver of all of the Conditions other than the Post
Scheme Sanction Conditions and the Condition set out in paragraph (a)(iii) of Part (A) of Part V of the Scheme
Document (or such later date as SABMiller and AB InBev may agree and the UK Court may allow). In such event, the
events in this timetable which are scheduled to occur after the UK Scheme Court Sanction Hearing will be postponed
accordingly.
(8) As at the close of trading on the last day of dealings in SABMiller Shares prior to the UK Scheme Effective Time,
there may be unsettled, open trades for the sale and purchase of SABMiller Shares within the CREST system. The
SABMiller Shares that are the subject of such unsettled trades will be treated under the UK Scheme in the same way
as any other SABMiller Share registered in the name of the relevant seller under that trade. Consequently, SABMiller
Shareholders on the SABMiller Register at the UK Scheme Record Time with SABMiller Shares linked to an election
for the Partial Share Alternative will receive the Initial Newbelco Shares in accordance with the terms of the UK
Scheme. PLEASE NOTE THAT NO TRANSFERS OF RESTRICTED NEWBELCO SHARES WILL BE PERMITTED
FOLLOWING COMPLETION TO SETTLE ANY UNSETTLED TRADES DUE TO THE RESTRICTIONS ON THE
TRANSFERABILITY OF THE RESTRICTED NEWBELCO SHARES, AS DESCRIBED IN PARAGRAPH 3 OF
APPENDIX V OF THE SCHEME DOCUMENT. CONSEQUENTLY, PRIOR TO MAKING AN ELECTION FOR THE
PARTIAL SHARE ALTERNATIVE, SABMILLER SHAREHOLDERS SHOULD NOTE THAT THEY WILL BE UNABLE
TO FULFIL ANY OBLIGATION TO DELIVER RESTRICTED NEWBELCO SHARES TO A RELEVANT BUYER
UNDER AN UNSETTLED TRADE IN THE CREST SYSTEM.
(9) This is the latest date by which the Transaction must become effective unless SABMiller and AB InBev agree, and (if
required) the UK Court and the Panel allow, a later date.
Enquiries
SABMiller +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
Important Notices
This announcement is for information purposes only and does not constitute an offer to sell or an
invitation to purchase any securities or the solicitation of an offer to buy any securities, pursuant to the
Transaction or otherwise. The Transaction will be made solely by means of the Scheme Document
and the AB InBev Transaction Documents which will contain the full terms and conditions of the
Transaction, including details of how to vote in respect of the Transaction.
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.
Overseas Shareholders
The release, publication or distribution of this announcement in jurisdictions other than the United
Kingdom, the United States, Belgium, Mexico or South Africa may be restricted by law and therefore
any persons who are subject to the laws of any jurisdiction other than the United Kingdom, the United
States, Belgium, Mexico or South Africa should inform themselves about, and observe any applicable
requirements. In particular, the ability of persons who are not resident in the United Kingdom, the
United States, Belgium, Mexico or South Africa to vote their SABMiller Shares at the UK Scheme
Court Meeting, and to execute and deliver Forms of Proxy appointing another to vote at the UK
Scheme Court Meeting on their behalf or to hold or vote Restricted Newbelco Shares, may be
affected by the laws of any relevant jurisdiction.
This announcement has been prepared for the purpose of complying with English law and the City
Code and the information disclosed may not be the same as that which would have been disclosed if
this announcement had been prepared in accordance with the laws of jurisdictions outside the United
Kingdom.
Unless otherwise determined by AB InBev or required by the City Code, and permitted by applicable
law and regulation, the Transaction will not be made available, directly or indirectly, in, into or from a
Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may
vote in favour of the Transaction by any such use, means, instrumentality or from within a Restricted
Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that
jurisdiction. Accordingly, copies of this announcement and any formal documentation relating to the
Transaction are not being, and must not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents
(including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send
them in or into or from any Restricted Jurisdiction. If the Transaction is implemented, among other
steps, by way of a UK Offer (unless otherwise permitted by applicable law and regulation), the UK
Offer may not be made directly or indirectly, in or into, or by the use of mail or any means or
instrumentality (including, but not limited to, facsimile, e mail or other electronic transmission, telex or
telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities
exchange of any Restricted Jurisdiction and the UK Offer may not be capable of acceptance by any
such use, means, instrumentality or facilities.
The availability of the Restricted Newbelco Shares under the Transaction to SABMiller Shareholders
who are not resident in the United Kingdom, the United States, Belgium, Mexico or South Africa or the
ability of those persons to continue to hold such shares may be affected by the laws or regulatory
requirements of any relevant jurisdiction. Persons who are not resident in the United Kingdom, the
United States, Belgium, Mexico or South Africa should inform themselves of, and observe, any
applicable legal or regulatory requirements.
US shareholders
The Transaction relates to the shares of a UK company and a Belgian company and is subject to UK
procedural and disclosure requirements and Belgian law requirements that are different from those of
the US. Any financial statements or other financial information included in this announcement may
have been prepared in accordance with non-US accounting standards that may not be comparable to
the financial statements of US companies or companies whose financial statements are prepared in
accordance with generally accepted accounting principles in the US. It may be difficult for US holders
of shares to enforce their rights and any claims they may have arising under the US federal securities
laws in connection with the Transaction, since AB InBev, Newbelco and SABMiller are each located in
a country other than the US, and some or all of their officers and directors may be residents of
countries other than the United States. As a result, it may not be possible for investors to effect
service of process upon such persons or to enforce against them a judgement obtained in US courts.
Original actions or actions for the enforcement of judgements of US courts relating to the civil liability
provisions of the federal or state securities laws of the United States may not be directly enforceable
in Belgium or elsewhere outside the United States.
Neither the SEC nor any US federal, state or other securities commission or regulatory authority has
registered, approved or disapproved the securities to be issued pursuant to the UK Scheme or
passed upon the accuracy or adequacy of this announcement. Any representation to the contrary is a
criminal offence in the United States.
The first stage of the Transaction is intended to be carried out under the UK Scheme (provided for
under English company law), which requires the approval of the requisite majorities at the SABMiller
Meetings and the sanction of the UKCourt. If so carried out, it is expected that any Initial Newbelco
Shares to be issued pursuant to the UK Scheme to SABMiller Shareholders and any Restricted
Newbelco Shares received by SABMiller Shareholders electing for the Partial Share Alternative as a
result of the Reclassification and Consolidation would be issued in reliance upon the exemption from
the registration requirements of the US Securities Act provided by Section 3(a)(10) thereof (“Section
3(a)(10)”). In order to qualify for the exemption from the registration requirements of the US Securities
Act provided by Section 3(a)(10), there must be a hearing on the fairness of the UK Scheme’s terms
and conditions to the SABMiller Shareholders, which all the SABMiller Shareholders are entitled to
attend in person or through representatives to oppose the sanctioning of the UK Scheme by the UK
Court, and with respect to which notification will be given to all SABMiller Shareholders. For the
purpose of qualifying for the exemption from the registration requirements of the US Securities Act
provided by Section 3(a)(10), SABMiller and Newbelco intend to rely on the UK Scheme Court
Sanction Hearing.
The first part of the implementation of the Transaction may, in the circumstances provided for in Part
(D) of Part V of the Scheme Document, instead be carried out by way of a Takeover Offer under
English law. If so, any securities to be issued under the first part of the Transaction will be registered
under the US Securities Act, absent any applicable exemption from registration. If the first part of the
implementation of the Transaction is carried out by way of a UK Offer, it will be done in compliance
with the applicable rules under the US Exchange Act, including any applicable exemptions provided
under Rule 14d-1(d) thereunder.
Investors are urged to read any documents related to the Transaction filed, furnished or to be filed or
furnished with the SEC because they will contain important information regarding the Transaction and
any related offer of securities. Such documents will be available free of charge at the SEC’s website
at www.sec.gov and from AB InBev at www.ab-inbev.com.
Forward-looking statements
This announcement, oral statements made regarding the Transaction, and any other information
published by AB InBev, SABMiller and/or Newbelco, contain certain forward-looking statements with
respect to the financial condition, results of operations and businesses of AB InBev, Newbelco and
SABMiller and their respective groups, and certain plans and objectives of AB InBev and Newbelco
with respect to the Combined Group. All statements other than statements of historical fact are
forward-looking statements. Forward-looking statements are prospective in nature and are not based
on historical facts, but rather on current expectations and projections of the management of AB InBev,
Newbelco and SABMiller about future events, and are therefore subject to risks and uncertainties
which could cause actual results to differ materially from the future results expressed or implied by the
forward-looking statements. The forward-looking statements contained in this announcement include
statements relating to: the expected effects of the Transaction on AB InBev, Newbelco and/or
SABMiller; the expected timing and scope of the Transaction; the expected characteristics of the
Combined Group; the expected ownership of Newbelco by AB InBev Shareholders and SABMiller
Shareholders; the expected customer reach of the Combined Group; the expected benefits of the
proposed Transaction; the financing of the Transaction and the Combined Group; and other
statements other than historical facts. Often, but not always, forward-looking statements can be
identified by the use of forward-looking words such as “plans”, “potential”, “expects” or “does not
expect”, “is subject to”, “project”, “will likely result” or “will continue”, “budget”, “scheduled”,
“estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of
such words and phrases or statements that certain actions, events or results “may”, “could”, “should”,
“would”, “might” or “will” be taken, occur or be achieved. Although AB InBev, Newbelco and SABMiller
believe that the expectations reflected in such forward-looking statements are reasonable, AB InBev,
Newbelco and SABMiller can give no assurance that such expectations will prove to be correct. By
their nature, forward-looking statements involve risk and uncertainty because they relate to events
and depend on circumstances that will occur in the future. There are a number of factors that could
cause actual results and developments to differ materially from those expressed or implied by such
forward-looking statements. These factors include: the satisfaction of the Conditions (including the
Regulatory Conditions); the impact of any conditions imposed by various regulatory authorities on AB
InBev, SABMiller and the Combined Group; the ability to realise the anticipated benefits and synergies
of the Transaction, including as a result of a delay in completing the Transaction or difficulty in
integrating the businesses of the companies involved; any failure to complete the Transaction or any
disruption to the business of SABMiller resulting from its management’s focus on the Transaction; the
continued availability of financing; the potential costs associated with the complex cross border
structure of the Transaction; any change of control or restriction on merger provisions in agreements
to which AB InBev or SABMiller or their respective subsidiaries, associates and/or joint ventures is a
party that might be triggered by the Transaction; the impact of foreign exchange rates; the
performance of the global economy; the capacity for growth in beer, alcoholic beverage markets and
non alcoholic beverage markets; the consolidation and convergence of the industry, its suppliers and
its customers; the effect of changes in governmental regulations; disruption from the Transaction
making it more difficult to maintain relationships with customers, employees, suppliers, associates or
joint venture partners as well as governments in the territories in which the SABMiller Group and the
AB InBev Group operate; the impact of any potential impairments of goodwill or other intangible
assets on the financial condition and results of operations of the Combined Group; the impact that the
size of the Combined Group, contractual limitations it is subject to and its position in the markets in
which it operates may have on its ability to successfully carry out further acquisitions and business
integrations and the success of AB InBev, Newbelco and/or SABMiller in managing the risks involved
in the foregoing, as well as additional factors, including the risks relating to AB InBev described under
Item 3.D of its Annual Report on Form 20-F filed with the SEC on 14 March 2016 and the principal
risks described on pages 16 to 17 of SABMiller’s Annual Report and Accounts for the year ended 31
March 2016. Other unknown or unpredictable factors could cause actual results to differ materially
from those in the forward-looking statements. Any forward-looking statements should therefore be
construed in the light of such factors. None of AB InBev, Newbelco or SABMiller, nor any of their
respective associates or directors, officers or advisers, provides any representation, assurance or
guarantee that the occurrence of the events expressed or implied in any forward-looking statements
in this announcement will actually occur. You are cautioned not to place undue reliance on these
forward-looking statements. Each forward-looking statement speaks only as of the date of this
announcement. None of AB InBev, the AB InBev Group, SABMiller or the SABMiller Group undertakes
any obligation to publicly update or revise any forward-looking statement as a result of new
information, future events or otherwise, except to the extent legally required. In light of these risks,
results could differ materially from those stated, implied or inferred from the forward-looking
statements contained in this announcement.
Statements regarding financial risks, including interest rate risk, foreign exchange rate risk,
commodity risk, asset price risk, equity market risk, counterparty risk, sovereign risk, inflation and
deflation, are subject to uncertainty. For example, certain market and financial risk disclosures are
dependent on choices about key model characteristics and assumptions and are subject to various
limitations. By their nature, certain of the market or financial risk disclosures are only estimates and,
as a result, actual future gains and losses could differ materially from those that have been estimated.
All forward-looking statements contained in this announcement are expressly qualified in their entirety
by the cautionary statements contained or referred to in this section, AB InBev’s most recent Form 20-
F, reports furnished on Form 6-K, and any other documents that AB InBev, SABMiller or Newbelco
have made public. Readers should not place undue reliance on forward-looking statements.
For a discussion of important factors which could cause actual results to differ from forward-looking
statements relating to SABMiller and the SABMiller Group, refer to SABMiller’s Annual Report and
Accounts for the year ended 31 March 2016. These risk factors expressly qualify all forward-looking
statements contained in this announcement and should also be considered by the reader.
Disclosure requirements of the Takeover Code (the “Code”)
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 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 26 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.
Sponsor: J.P. Morgan Equities South Africa (Pty) Ltd
Date: 26/08/2016 08:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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