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Confirmation of last date of transfer of SABMiller Shares between UK and SA Registers
SABMiller plc
JSEALPHA CODE: SAB
ISSUER CODE: SOSAB
ISIN CODE: GB0004835483
15 September 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 COMBINATION BETWEEN ANHEUSER-BUSCH INBEV SA/NV
AND SABMILLER PLC
Confirmation of last date of transfer of SABMiller Shares between the UK
Register and the South African Register
Further to SABMiller’s announcement released on 26 August 2016 regarding the publication of the UK
scheme document (the "UK Scheme Document") and the AB InBev Transaction Documents, as well
as the expected timetable of principal events, and as set out in the UK Scheme Document, SABMiller
Shareholders are advised to note that no transfers of SABMiller Shares between the UK Register and
South African Register may take place after 4.30pm (South African standard time) on 19 September
2016.
The UK Scheme Document is available, and will remain available up to and including the end of the
Transaction, subject to certain restrictions relating to persons resident in restricted jurisdictions, on the
SABMiller website at http://www.sabmiller.com/investors/ABInBev-Offer.
Further information regarding the Transaction, including the AB InBev Transaction Documents and
other documents related to the Transaction, can, subject to certain restrictions relating to persons
resident in restricted jurisdictions, be found at www.ab-inbev.com and www.globalbrewer.com.
Defined terms used but not defined in this announcement have the meanings set out in the UK
Scheme Document.
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 UK Scheme
Document and the AB InBev Transaction Documents which 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.
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) (4.30 pm (South African standard 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) (4.30 pm (South African standard 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) (4.30 pm (South African
standard 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) (1pm (South African standard time)) on 16 September 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
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