SABMILLER PLC - Scheme of arrangement becomes effective

Release Date: 05/10/2016 07:05
Code(s): SAB
 
Wrap Text
Scheme of arrangement becomes effective

SABMiller plc
JSEALPHA CODE: SAB
ISSUER CODE: SOSAB
ISIN CODE: GB0004835483

5 October 2016

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

RECOMMENDED ACQUISITION

OF

SABMILLER PLC

BY

ANHEUSER-BUSCH INBEV SA/NV

(THROUGH NEWBELCO SA/NV)

Scheme of arrangement becomes effective

It was announced yesterday that the High Court of Justice in England and Wales had sanctioned
the scheme of arrangement under Part 26 of the Companies Act 2006 (the “Scheme”) by which
the recommended acquisition of SABMiller plc (“SABMiller”) by Anheuser-Busch InBev SA/NV
through Newbelco SA/NV is being implemented as described in the Scheme Document dated 26
August 2016 (the “Scheme Document”).

SABMiller announced yesterday that, following the delivery of the UK Scheme Court Order to the
UK Registrar of Companies, the Scheme became effective in accordance with its terms.

The Cash Consideration and the Partial Share Alternative will be settled in accordance with the
expected timetable of principal events announced by SABMiller on 28 September 2016 (the
"Expected Timetable").

In accordance with the Expected Timetable, trading in SABMiller Shares on the Johannesburg
Stock Exchange was suspended with effect at the start of the day on 30 September 2016.

Trading in SABMiller Shares on the London Stock Exchange's main market for listed securities
and the listing of SABMiller Shares on the premium listing segment of the Official List of the UK
Listing Authority will be suspended with effect from 7.30 a.m. (London time) today, 5 October
2016.

Applications have been made to the UK Listing Authority in relation to the cancellation of the listing
of SABMiller Shares from the premium listing segment of the Official List, to the London Stock
Exchange in relation to the cancellation of trading of SABMiller Shares on the London Stock
Exchange’s main market for listed securities and to the JSE in relation to the delisting of the
SABMiller Shares on the Main Board of the Johannesburg Stock Exchange. Delisting is expected
to take place at 8.00 a.m. (London time) today, 5 October 2016, in relation to SABMiller Shares on
the Johannesburg Stock Exchange and at 8.00 a.m. (London time) on 6 October 2016 in relation
to SABMiller Shares on the London Stock Exchange.

Full details of the Transaction are set out in the Scheme Document. Defined terms used but not
defined in this announcement have the meanings set out in the 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 Scheme
Document and the AB InBev Transaction Documents which will contain the full terms and
conditions 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) 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 6 October 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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