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Anheuser-Busch InBev SA/NV Financial Disclosure

22nd Dec 2015 07:00

RNS Number : 7592J
SABMiller PLC
22 December 2015
 

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

THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM A PART OF ANY OFFER OR SOLICITATION OR ADVERTISEMENT TO PURCHASE AND/OR SUBSCRIBE FOR SHARES IN ANY JURISDICTION, INCLUDING AN OFFER TO THE PUBLIC FOR THE SALE OF, OR SUBSCRIPTION FOR, OR THE SOLICITATION OR THE ADVERTISEMENT OF AN OFFER TO BUY AND/OR SUBSCRIBE FOR, SHARES. INVESTORS SHOULD NOT MAKE ANY INVESTMENT DECISION EXCEPT ON THE BASIS OF THE INFORMATION IN THE TRANSACTION DOCUMENTS WHICH ARE PROPOSED TO BE PUBLISHED IN DUE COURSE

SABMiller plc

Anheuser-Busch InBev SA/NV Financial Disclosure

22 December 2015

Anheuser-Busch InBev SA/NV (AB InBev) has filed with the Securities and Exchange Commission (SEC) the consolidated financial statements of the SABMiller plc group as of 31 March 2015 and 2014 and for the three years ended 31 March 2015, as required by Rule 3-05 of SEC Regulation S-X (Rule 3-05). In addition, AB InBev has filed with the SEC the condensed consolidated financial statements as of 30 September 2015 and for the six month periods ended 30 September 2015 and 30 September 2014. In accordance with SEC requirements, these consolidated financial statements, which are also available on the SABMiller website, www.sabmiller.com, have been prepared in accordance with IFRS rather than in accordance with IFRS as adopted by the European Union, which is the basis of preparation of the consolidated financial statements included within the SABMiller Annual Report 2015.

Other than different comparative periods, there are no differences between the financial information contained in the consolidated financial statements prepared in accordance with IFRS and those prepared in accordance with IFRS as adopted by the European Union.

AB InBev has also filed unaudited pro forma condensed combined financial information (the AB InBev pro forma financial information) which includes information based on the historical consolidated financial statements of SABMiller. For the purposes of the AB InBev pro forma financial information, the "Transaction" includes the proposed cash offer with a cash and share alternative for the acquisition of SABMiller by AB InBev announced on 11 November 2015, along with the related financing, and the divestiture of SABMiller's interest in the MillerCoors LLC joint venture and the Miller brand portfolio outside of the USA to Molson Coors Brewing Company. The AB InBev pro forma financial information is presented for illustrative purposes only and does not necessarily reflect the results of operations or the financial position of AB InBev that would have resulted had the proposed Transaction been completed at the dates indicated in the AB InBev pro forma financial information, or project the results of operations or financial position of the combined group for any future date or period.

The AB InBev pro forma financial information has been prepared by, and is the responsibility of, AB InBev and accordingly neither SABMiller nor any of its affiliates, nor any of their respective directors, officers or employees, accepts any liability or responsibility for the AB InBev pro forma financial information.

Stephen ShapiroGroup Company Secretary22 December 2015

 

 

Notes to editors

SABMiller is in the beer and soft drinks business, bringing refreshment and sociability to millions of people all over the world who enjoy our drinks. The company does business in a way that improves livelihoods and helps build communities.

SABMiller is passionate about brewing and has a long tradition of craftsmanship, making superb beer from high quality natural ingredients. Our local beer experts brew more than 200 beers from which a range of special regional and global brands have been carefully selected and nurtured.

SABMiller is a FTSE-20 company, with shares trading on the London Stock Exchange, and a secondary listing on the Johannesburg Stock Exchange. The group employs around 69,000 people in more than 80 countries, from Australia to Zambia, Colombia to the Czech Republic, and South Africa to the USA. Every minute of every day, more than 140,000 bottles of SABMiller beer are sold around the world.

In the year ended 31 March 2015, SABMiller sold 324 million hectolitres of lager, soft drinks and other alcoholic beverages, generating group net producer revenue of US$26,288 million and EBITA of US$6,367 million.

 

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 3 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 23 December 2015.

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
 
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