Wrap Text
Results of shareholder meetings
SABMiller plc
JSEALPHA CODE: SAB
ISSUER CODE: SOSAB
ISIN CODE: GB0004835483
28 September 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
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
RECOMMENDED ACQUISITION
OF
SABMILLER PLC
BY
ANHEUSER-BUSCH INBEV SA/NV
(THROUGH NEWBELCO SA/NV)
Results of Shareholder Meetings
SABMiller Shareholders have passed both of the resolutions at the UK Scheme Court Meeting and
the SABMiller General Meeting held earlier today in connection with the recommended acquisition
of SABMiller plc (“SABMiller”) by Anheuser-Busch InBev SA/NV (“AB InBev”) through Newbelco
SA/NV (“Newbelco”) (the “Transaction”).
At the UK Scheme Court Meeting, a majority in number of Scheme Shareholders, who voted
(either in person or by proxy) and who together represented over 75% by value of the votes cast,
voted in favour of the resolution to approve the UK Scheme. The resolution was accordingly
passed. Altria and BEVCO have irrevocably undertaken to consent to the UK Scheme and did not
vote at the UK Scheme Court Meeting.
At the SABMiller General Meeting, the special resolution to approve the UK Scheme and provide
for its implementation was also passed by the requisite majority.
SABMiller notes AB InBev’s announcement earlier today that the AB InBev shareholders have also
expressed their support for the Transaction by passing all resolutions that were proposed at the
AB InBev General Meeting.
UK SCHEME COURT MEETING
The voting on the resolution to approve the UK Scheme was taken on a poll and the results were
as follows:
Number of Scheme Shareholders voting: For: 821 (86.51%) Against: 128 (13.49%)
Number of votes: For: 677,594,656 (95.46%) Against: 32,199,323 (4.54%)
Percentage of eligible Scheme Shares voted: For: 69.90% Against: 3.32%
SABMILLER GENERAL MEETING
The voting on the special resolution to approve the UK Scheme and provide for its implementation
was taken on a poll and the results were as follows:
Number of votes: For: 1,254,462,372 (97.37%) Against: 33,869,179 (2.63%) Withheld: 7,966,434
A copy of the special resolution passed at the SABMiller General Meeting has been submitted to
the Financial Conduct Authority and will shortly be available for inspection on the National Storage
Mechanism at www.hemscott.com/nsm.do.
Completion of the Transaction remains subject to the satisfaction or waiver of the other Conditions
set out in Part V of the Scheme Document, including the UK Court sanctioning the UK Scheme at
the UK Scheme Court Sanction Hearing which is expected to take place on 4 October 2016.
Subject to the UK Scheme receiving the sanction of the UK Court on that date and the filing of the
UK Scheme Court Order with the UK Registrar of Companies, the UK Scheme is expected to
become effective at or about 6.15 p.m. on 4 October 2016.
It is also expected that the listing of and dealings in SABMiller Shares will be suspended with
effect at the start of the day on 30 September 2016 on the Johannesburg Stock Exchange and, if
the UK Court sanctions the UK Scheme on 4 October 2016, from 7.30 a.m. on 5 October 2016 on
the London Stock Exchange (updated from the timetable announced by SABMiller on 26 August
2016), and that the listing of the SABMiller Shares will be cancelled with effect from 8.00 a.m. on 5
October 2016 on the Johannesburg Stock Exchange and 8.00 a.m. on 6 October 2016 on the
London Stock Exchange.
The following indicative timetable sets out expected dates for the implementation of the UK
Scheme and principal events of the Transaction.
The indicative timetable remains as announced on 26 August 2016 save that it is expected that the
listing of the SABMiller Shares on the London Stock Exchange will be suspended at 7.30 a.m. on 5
October 2016, the SABMiller Shares will be delisted from the London Stock Exchange by 8.00
a.m. on 6 October 2016, the Applicable Rate will be announced at the opening of the markets in
South Africa on 12 October 2016 and the expected date for the despatch of cheques, electronic
funds transfers and crediting of CREST and the STRATE system accounts for cash proceeds due
under the Belgian Offer will be 13 October 2016.
All references to times are to London time unless otherwise stated.
Event Time and/or date(1)
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
(2)
Suspension of listing of SABMiller Shares on At start of day on 30 September 2016
the Johannesburg Stock Exchange
(3)(4)
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
Suspension of listing of SABMiller Shares on 7.30 a.m. on 5 October 2016
the London Stock Exchange
Delisting of SABMiller Shares on the By 8.00 a.m. on 5 October 2016
Johannesburg Stock Exchange
Delisting of SABMiller Shares on the London By 8.00 a.m. on 6 October 2016
Stock Exchange
Capital Increase, issue of Initial Newbelco 6 October 2016
Shares 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
(5)
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
Issue of New Ordinary Shares to AB InBev On or around 7 p.m. (8 p.m. Brussels time) on
Shareholders and registration in Newbelco’s 10 October 2016
share register
New Ordinary Shares listed and At opening of the respective markets on
commencement of dealings in the New 11 October 2016
Ordinary Shares on Euronext Brussels, the
Johannesburg Stock Exchange and the
Mexico Stock Exchange, and commencement
of trading of Newbelco ADSs on the NYSE
Announcement of the Applicable Rate At opening of markets in South Africa on
12 October 2016
Expected and last date for despatch of 13 October 2016
cheques, electronic funds transfers and
crediting of CREST and the STRATE
system accounts for cash proceeds due
under the Belgian Offer
(6)
Long Stop Date 11 May 2017
Notes:
(1) 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) SABMiller Shares on the South African Register cannot be rematerialized or dematerialized from the
commencement of trade on 30 September 2016.
(3) 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.
(4) The precise timing of the UK Scheme Court Sanction Hearing will be set out on HM Courts & Tribunals Service’s
website at www.justice.gov.uk/courts/court-lists one business day in advance.
(5) 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 UK 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.
(6) 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.
Defined terms used but not defined in this announcement have the meanings set out in the
Scheme Document dated 26 August 2016.
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.
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 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 UK Court. 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 29 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
Date: 28/09/2016 11:35:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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