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

Transcription

1 SABMiller plc JSEALPHA CODE: SAB ISSUER CODE: SOSAB ISIN CODE: GB AMENDMENT - CHANGE TO SECTION 3(b). FORM 8 (OPD) PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER Rules 8.1 and 8.2 of the Takeover Code (the Code ) 1. KEY INFORMATION (a) Full name of discloser: (b) Owner or controller of interests and short positions disclosed, if different from 1(a): The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s), settlor and beneficiaries must be named. (c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree (d) Is the discloser the offeror or the offeree? (e) Date position held: The latest practicable date prior to the disclosure (f) In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer? If it is a cash offer or possible cash offer, state N/A SABMILLER PLC ( SABMILLER ) N/A ANHEUSER-BUSCH INBEV SA/NV ( AB InBev ) OFFEREE 28 SEPTEMBER 20 YES If YES, specify which: SABMILLER 2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security. (a) and short positions in the relevant securities of the offeror or offeree to which the disclosure relates owned NIL - NIL - and/or controlled: NIL - NIL - derivatives (including options) and agreements to TOTAL: NIL - NIL - NIL - NIL - All interests and all short positions should be disclosed.

2 2 Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions). Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL). (b) Rights to subscribe for new securities Class of relevant security in relation to which subscription right exists: Details, including nature of the rights concerned and relevant percentages: None N/A 3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE Details of any interests, short positions and rights to subscribe (including directors and other employee options) of any person acting in concert with the party to the offer making the disclosure: (a) Beneficial holdings of directors of SABMILLER in ordinary shares of AB InBev Name Number of ordinary shares in AB InBev Percentage of issued ordinary share capital in AB InBev Geoffrey Bible 35, Dinyar Devitre 6, (b) of advisers to SABMILLER in AB InBev Shares (GS) GOLDMAN, SACHS & CO 4, , , , TOTAL: 418, , (GS) GOLDMAN SACHS BANK AG 1, Nil - Nil - 8,

3 3 TOTAL: 1, , MORGAN STANLEY 746, , TOTAL: 746, , MORGAN STANLEY (JERSEY) LIMITED Nil Nil TOTAL: MS EQUITY FINANCING SERVICES (LUXEMBOURG) SARL Nil , TOTAL: 1, , MORGAN STANLEY HEDGING CO LTD ,

4 4 TOTAL: , MORGAN STANLEY BV 241, , TOTAL: 241, , CAIEIRAS FUNDO DE INVESTIMENTO MULTIMERCADO (MORGAN STANLEY) Nil TOTAL: Nil MORGAN STANLEY EQUITY DERIVATIVE SERVICES (LUXEMBOURG) SARL Nil - 105, , Nil - TOTAL: 105, , MS DERIVATIVE PRODUCTS FU Nil -

5 5 TOTAL: Nil - J.P. MORGAN STRUCTURED PRODUCTS B.V. 11, , TOTAL: 11, , JPMORGAN CHASE & CO. 37, Nil - TOTAL: 37, Nil - J.P. MORGAN SECURITIES LLC PRIVATE CLIENT SERVICE (PCS) 14, Nil - TOTAL: 14, Nil - J.P. MORGAN (SUISSE) SA 3, Nil -

6 6 TOTAL: 3, Nil - Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions). Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL). 4. OTHER INFORMATION (a) Indemnity and other dealing arrangements Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it: Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state none None (b) Agreements, arrangements or understandings relating to options or derivatives Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to: (i) the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced: If there are no such agreements, arrangements or understandings, state none None (c) Attachments Are any Supplemental Forms attached? Supplemental Form 8 (Open Positions) Supplemental Form 8 (SBL) YES NO

7 7 Date of disclosure: October 20 Contact name: Stephen Shapiro Group Company Secretary Telephone number: Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be ed to the Takeover Panel at monitoring@disclosure.org.uk. The Panel s Market Surveillance Unit is available for consultation in relation to the Code s disclosure requirements on +44 (0) The Code can be viewed on the Panel s website at Sponsor: J.P. Morgan Equities South Africa (Pty) Ltd

8 8 SUPPLEMENTAL FORM 8(OPEN POSITIONS) DETAILS OF OPEN STOCK-SETTLED DERIVATIVE (INCLUDING OPTION) POSITIONS, AGREEMENT TO PURCHASE OR SELL ETC. Note 5(i) on Rule 8 of the Takeover Code (the Code ) 1. KEY INFORMATION Full name of person making disclosure: Name of offeror/offeree in relation to whose relevant securities disclosure relates: (GS) GOLDMAN, SACHS & CO. ANHEUSER-BUSCH INBEV SA/NV 2. STOCK-SETTLED DERIVATIVES (INCLUDING OPTIONS) Class of relevant security Product descriptio n e.g. call option Written or purchased Number of securities to which option or derivative relates Exercise price per unit Ordinary Call Option Purchased Ordinary Call Option Purchased Ordinary Call Option Sold Ordinary Call Option Purchased Ordinary Call Option Purchased Ordinary Call Option Sold Ordinary Call Option Sold Ordinary Call Option Purchased Ordinary Call Option Sold Ordinary Call Option Sold Ordinary Call Option Purchased Ordinary Call Option Sold Ordinary Call Option Sold 1, Ordinary Call Option Purchased 1, Ordinary Call Option Sold 1, Ordinary Call Option Sold 1, Ordinary Call Option Sold 1, Ordinary Call Option Sold 1, Type e.g. American, European etc. Expiry date AMER /01/20 AMER /10/20 AMER /01/20 AMER /01/20 AMER /01/20 AMER /10/20

9 9 Ordinary Call Option Purchased 1, AMER /10/20 Ordinary Call Option Sold 1, AMER /01/20 Ordinary Call Option Sold 1, AMER /01/20 Ordinary Call Option Purchased 1, Ordinary Call Option Purchased 1, AMER /01/20 Ordinary Call Option Sold 1, AMER /01/20 Ordinary Call Option Purchased 1, AMER /01/20 Ordinary Call Option Sold 1, Ordinary Call Option Sold 2, Ordinary Call Option Purchased 2, Ordinary Call Option Sold 2, Ordinary Call Option Purchased 3, Ordinary Call Option Sold 3, Ordinary Call Option Purchased 3, AMER /10/20 Ordinary Call Option Purchased 3, Ordinary Call Option Purchased 3, AMER /01/20 Ordinary Call Option Purchased 3, AMER /01/20 Ordinary Call Option Purchased 3, AMER /01/20 Ordinary Call Option Sold 5, AMER /01/20 Ordinary Call Option Purchased 5, Ordinary Call Option Purchased 8, AMER /10/20 Ordinary Call Option Purchased 8, Ordinary Call Option Purchased 8, Ordinary Call Option Purchased 9, Ordinary Call Option Sold 11, AMER /01/20 Ordinary Call Option Purchased 12, AMER /01/20 Ordinary Call Option Sold 14, AMER /01/20 Ordinary Call Option Purchased 14, AMER /01/20 Ordinary Call Option Purchased 18, AMER /01/20 Ordinary Call Option Sold 20, AMER /01/20

10 10 Ordinary Call Option Sold 20, Ordinary Call Option Sold 21, AMER /10/20 Ordinary Call Option Purchased 23, AMER /01/20 Ordinary Call Option Sold 26, Ordinary Call Option Sold 27, Ordinary Call Option Sold 29, Ordinary Call Option Purchased 49, AMER /01/20 Ordinary Call Option Purchased 50, Ordinary Call Option Sold 68, AMER /10/20 Ordinary Put Option Purchased Ordinary Put Option Sold Ordinary Put Option Purchased Ordinary Put Option Purchased AMER /01/20 Ordinary Put Option Purchased Ordinary Put Option Purchased Ordinary Put Option Purchased Ordinary Put Option Purchased Ordinary Put Option Purchased AMER /01/20 Ordinary Put Option Sold Ordinary Put Option Sold Ordinary Put Option Purchased Ordinary Put Option Sold AMER /10/20 Ordinary Put Option Purchased AMER /10/20 Ordinary Put Option Sold AMER /01/20 Ordinary Put Option Purchased Ordinary Put Option Purchased Ordinary Put Option Sold AMER /10/20 Ordinary Put Option Purchased Ordinary Put Option Sold

11 11 Ordinary Put Option Purchased Ordinary Put Option Purchased 1, Ordinary Put Option Purchased 1, Ordinary Put Option Sold 1, AMER /01/20 Ordinary Put Option Sold 1, AMER /01/20 Ordinary Put Option Purchased 1, Ordinary Put Option Purchased 1, Ordinary Put Option Sold 1, AMER /01/20 Ordinary Put Option Sold 1, Ordinary Put Option Purchased 1, AMER /01/20 Ordinary Put Option Purchased 2, Ordinary Put Option Purchased 2, AMER /10/20 Ordinary Put Option Purchased 2, AMER /10/20 Ordinary Put Option Purchased 2, Ordinary Put Option Purchased 2, AMER /10/20 Ordinary Put Option Purchased 2, AMER /01/20 Ordinary Put Option Purchased 2, AMER /01/20 Ordinary Put Option Purchased 2, Ordinary Put Option Sold 2, Ordinary Put Option Sold 2, AMER /01/20 Ordinary Put Option Sold 3, Ordinary Put Option Purchased 3, Ordinary Put Option Purchased 4, Ordinary Put Option Purchased 4, AMER /10/20 Ordinary Put Option Purchased 5, Ordinary Put Option Purchased 5, AMER /01/20 Ordinary Put Option Purchased 6, Ordinary Put Option Sold 6, Ordinary Put Option Purchased 6, AMER /10/20 Ordinary Put Option Purchased 8, AMER /10/20

12 12 Ordinary Put Option Purchased 9, AMER /10/20 3. AGREEMENTS TO PURCHASE OR SELL Full details should be given so that the nature of the interest or position can be fully understood: It is not necessary to provide details on a Supplement form (Open Positions) with regard to cash-settled derivatives. The currency of all pieces and other monetary amounts should be stated. The Panel s Market Surveillance Unit is available for consultation in relation to the Code s disclosure requirements on +44 (0) The Code can be viewed on the Panel s website at

13 13 SUPPLEMENTAL FORM 8(OPEN POSITIONS) DETAILS OF OPEN STOCK-SETTLED DERIVATIVE (INCLUDING OPTION) POSITIONS, AGREEMENT TO PURCHASE OR SELL ETC. Note 5(i) on Rule 8 of the Takeover Code (the Code ) 1. KEY INFORMATION Full name of person making disclosure: Name of offeror/offeree in relation to whose relevant securities disclosure relates: (GS) GOLDMAN SACHS BANK AG ANHEUSER-BUSCH INBEV SA/NV 2. STOCK-SETTLED DERIVATIVES (INCLUDING OPTIONS) Class of relevant security Product descriptio n e.g. call option Written or purchased Number of securities to which option or derivative relates Exercise price per unit Ordinary Put Option Sold 8, Type e.g. American, European etc. Expiry date EUR 18/12/20 3. AGREEMENTS TO PURCHASE OR SELL Full details should be given so that the nature of the interest or position can be fully understood: It is not necessary to provide details on a Supplement form (Open Positions) with regard to cash-settled derivatives. The currency of all pieces and other monetary amounts should be stated. The Panel s Market Surveillance Unit is available for consultation in relation to the Code s disclosure requirements on +44 (0) The Code can be viewed on the Panel s website at