TIDMSAB
RNS Number : 1857I
SABMiller PLC
26 August 2016
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
RECOMMED 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)
--------------------------------------------------------------- -----------------------------------------------------
Latest time for lodging BLUE Forms of Proxy and registering 9.00 a.m. on 26 September 2016(2)
proxy appointments electronically
for the UK Scheme Court Meeting
Latest time for lodging WHITE Forms of Proxy and registering 9.15 a.m. on 26 September 2016(3)
proxy appointments electronically
for the SABMiller General Meeting
Voting Record Time 6.30 p.m. on 26 September 2016(4)
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
SABMiller General Meeting 9.15 a.m. on 28 September 2016(5)
Newbelco General Meeting 11.00 a.m. (Brussels time) on 28 September 2016
Last day to trade in SABMiller Shares on the South African 29 September 2016
Register
Suspension of listing of SABMiller Shares on the Johannesburg At start of day on 30 September 2016(6)
Stock Exchange
UK Scheme Court Sanction Hearing 4 October 2016(7)
Last day of dealings in, and for registration of transfers of, 4 October 2016
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 Stock Exchange and by 8.00 a.m. on 5 October 2016
the Johannesburg Stock Exchange
Capital Increase, issue of Initial Newbelco Shares to 6 October 2016
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 the GREEN Form of 6 p.m. (7 p.m. Brussels time) on 7 October 2016(8)
Election or for making 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 Newbelco) becomes 7 p.m. (8 p.m. Brussels time) on 10 October 2016
effective
New Ordinary Shares listed and commencement of dealings in the At opening of markets on 11 October 2016
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, electronic funds 11 October 2016
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 funds transfers 13 October 2016
and crediting of CREST and the
STRATE system accounts for cash proceeds due under the Belgian
Offer
Long Stop Date 11 May 2017(9)
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 APPIX 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
SOALLFIRTFIEFIR
(END) Dow Jones Newswires
August 26, 2016 02:15 ET (06:15 GMT)
Copyright (c) 2016 Dow Jones & Company, Inc.