Form 8.5 - SABMILLER PLC

LONDON--()--

FORM 8.5 (EPT/NON-RI)

PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY AN

EXEMPT PRINCIPAL TRADER WITHOUT RECOGNISED INTERMEDIARY (“RI”) STATUS (OR WHERE RI STATUS IS NOT APPLICABLE)

Rule 8.5 of the Takeover Code (the “Code”)

1. KEY INFORMATION

(a) Name of exempt principal trader:  

ABSA BANK LTD

(b) Name of offeror/offeree in relation to whose relevant securities this form relates:

Use a separate form for each offeror/offeree

 

SABMILLER PLC

(c) Name of the party to the offer with which exempt principal trader is connected:  

ANHEUSER-BUSCH INBEV SA/NV

(d) Date position held/dealing undertaken:

For an opening position disclosure, state the latest practicable date prior to the disclosure

 

18 Jan 2016

(e) In addition to the company in 1(b) above, is the exempt principal trader making disclosures in respect of any other party to the offer?

If it is a cash offer or possible cash offer, state “N/A”

 

YES

ANHEUSER-BUSCH INBEV SA/NV

2. POSITIONS OF THE EXEMPT PRINCIPAL TRADER

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(b), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing (if any)

Class of relevant security:       ORD            
Interests   Short Positions  
    Number (%) Number (%)
(1) Relevant securities owned
and/or controlled: 4,274 0.00% 25,320 0.00%
           
(2) Cash-settled derivatives:
16,502,240 1.02% 17,698,528 1.09%
           
(3) Stock-settled derivatives (including options)
and agreements to purchase/sell: 289,400 0.02% 65,500 0.00%
           
(4)
TOTAL: 16,795,914 1.04% 17,789,348 1.10%

All interests and all short positions should be disclosed.

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).

(b) Rights to subscribe for new securities (including directors’ and other employee options)

Class of relevant security in relation to which subscription right exists:  
Details, including nature of the rights concerned and relevant percentages:  

3. DEALINGS (IF ANY) BY THE EXEMPT PRINCIPAL TRADER

Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(b), copy table 3(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.

The currency of all prices and other monetary amounts should be stated.

(a) Purchases and sales

Class of relevant security   Purchases/ sales   Total number of securities   Highest price per unit paid/received   Lowest price per unit paid/received

(b) Cash-settled derivative transactions

Class of relevant security   Product description

e.g. CFD

  Nature of dealing

e.g. opening/closing a long/short position, increasing/reducing a long/short position

  Number of reference securities   Price per unit

(c) Stock-settled derivative transactions (including options)

(i) Writing, selling, purchasing or varying

Class   Product   Writing,   Number   Exercise   Type   Expiry   Option
of description purchasing, of price date money
relevant selling, securities per unit paid/
security varying etc to which received
option per unit
      relates       ZAR
Ord Put Option Selling -134 597.6 American 3/17/2016 0.01
Ord Call Option Selling -134 845.08 American 3/17/2016 1.4849
Ord Put Option purchasing, 134 709.65 American 3/17/2016 0.0609

(ii) Exercise

Class of relevant security   Product description

e.g. call option

  Exercising/ exercised against   Number of securities   Exercise price per unit

(d) Other dealings (including subscribing for new securities)

Class of relevant security   Nature of dealing

e.g. subscription, conversion

  Details   Price per unit (if applicable)

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 exempt principal trader making the disclosure and any party to the offer or any person acting in concert with a party to the offer:

Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state “none”

(b) Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between the exempt principal trader making the disclosure 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”

(c) Attachments

Is a Supplemental Form 8 (Open Positions) attached?  

YES

Date of disclosure:  

19 Jan 2016

Contact name:

Rajesh Muthanna

Telephone number:

020 3555 4634

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be emailed 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)20 7638 0129.

The Code can be viewed on the Panel’s website at www.thetakeoverpanel.org.uk.

SUPPLEMENTAL FORM 8 (OPEN POSITIONS)

DETAILS OF OPEN STOCK-SETTLED DERIVATIVE (INCLUDING OPTION) POSITIONS, AGREEMENTS 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:

ABSA BANK LTD

Name of offeror/offeree in relation to whose relevant securities the disclosure relates:

SABMILLER PLC

2. STOCK-SETTLED DERIVATIVES (INCLUDING OPTIONS)

Class   Product   Writing,   Number   Exercise   Type   Expiry
of description purchasing, of price date
relevant selling, securities per unit
security varying etc to which
option
      relates      
Ord Call Option Written -21000 762.8600 American 3/17/2016
Ord Call Option Purchased 18000 891.5100 American 3/17/2016
Ord Call Option Purchased 21000 801.6300 American 3/17/2016
Ord Call Option Purchased 26500 904.8000 American 3/17/2016
Ord Call Option Purchased 158400 848.8900 American 3/17/2016
Ord Put Option Purchased -158400 713.6700 American 3/17/2016
Ord Put Option Purchased -26500 716.3000 American 3/17/2016
Ord Put Option Purchased -18000 742.9300 American 3/17/2016
Ord Put Option Written 18000 664.7300 American 3/17/2016
Ord Put Option Written 21000 673.6400 American 3/17/2016
Ord Put Option Written 26500 603.2000 American 3/17/2016
Ord Put Option Purchased 158400 600.9800 American 3/17/2016

3. AGREEMENTS TO PURCHASE OR SELL ETC.

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 Supplemental Form (Open Positions) with regard to cash-settled derivatives.

The currency of all prices 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)20 7638 0129.

The Code can be viewed on the Panel’s website at www.thetakeoverpanel.org.uk.

Category Code: FEO
Sequence Number: 506062
Time of Receipt (offset from UTC): 20160119T122016+0000

Contacts

BARCLAYS PLC

Contacts

BARCLAYS PLC