Disposal

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN

SABMILLER PLC SUCCESSFULLY PLACES 293,896,315 ORDINARY SHARES OF TSOGO SUN HOLDINGS LIMITED

18 July 2014

SABMiller plc ("SABMiller") announces that it has sold, through its wholly owned subsidiary SABSA Holdings Limited, 293,896,315 ordinary shares ("Placing Shares") of Tsogo Sun Holdings Limited ("Tsogo Sun") at ZAR25.75 per Placing Share (the "Placing Price") for a total gross consideration of ZAR7.6 billion (approximately US$707 million). The Placing Shares will settle on 28 July 2014.

Alan Clark, Chief Executive of SABMiller said:

"We are very pleased with the outcome of this offering of Tsogo Sun shares, which generated strong interest from the investment community. This is testament to the high quality business and management of Tsogo Sun and we wish the management team, directors, employees and shareholders of Tsogo Sun the very best for the future. We will seek to reinvest the net proceeds of this disposal in our core growth beverage businesses, including our African operations."

In addition, members of Tsogo Sun's executive management team (the "Executive Participants") have committed, subject to Tsogo Sun shareholder approval of the loan facility ("Executive Loan Facility") to be made available to members of Tsogo Sun's executive management team, to purchase 7,766,990 ordinary shares in Tsogo Sun from SABMiller at the Placing Price (the "Executive Purchase"). The balance of SABMiller's ordinary shares in Tsogo Sun, being 133,584,599 ordinary shares, will be repurchased by Tsogo Sun, subject to Tsogo Sun shareholder approval, for an aggregate consideration of ZAR2.8 billion (approximately US$261 million) (the "Repurchase"). Following the Executive Purchase and the Repurchase, SABMiller will no longer hold any ordinary shares in Tsogo Sun. The general meeting of Tsogo Sun shareholders to vote on inter alia the Executive Loan Facility and the Repurchase has been convened for 5 August 2014. SABMiller expects the Repurchase to be effective on or about 5 September 2014. Investors who acquired Placing Shares will not be eligible to vote at this general meeting.

Shareholders are referred for more detail to the announcement released by SABMiller, as well as the circular and the announcement published by Tsogo Sun, on 7 July 2014.

- Ends

Notes to Editors:

Citigroup Global Markets Limited, Morgan Stanley & Co. International plc and Rand Merchant Bank, a division of FirstRand Bank Limited, acted as Joint Global Coordinators and Bookrunners on the fully marketed placing. 

About SABMiller

SABMiller plc is in the beer and soft drinks business. We are the world's second largest brewing company and the leading or number two brewer in 95% of the markets where we operate. We are also one of the world's largest bottlers of Coca-Cola drinks and we produce a portfolio of wholly-owned soft drinks brands.

We are a FTSE-20 company, with shares trading on the London stock exchange, and we have a secondary listing on the Johannesburg stock exchange. We operate in more than 80 countries with around 70,000 employees.

The group's brand portfolio includes leading local brands such as Aguila (Colombia), Castle (South Africa), Miller Lite (USA), Snow (China), Victoria Bitter (Australia) and Tyskie (Poland) as well as global brands such as Pilsner Urquell, Peroni Nastro Azzurro, Miller Genuine Draft and Grolsch. Every minute of every day, more than 140,000 bottles of SABMiller beer are sold.

In the year ended 31 March 2014, the group sold 318 million hectolitres of lager, soft drinks and other alcoholic beverages, generating group net producer revenue of US$26,719 million and EBITA of US$6,453 million.

About Tsogo Sun

Tsogo Sun is a JSE-listed gaming, hotel and entertainment business with a vision to provide quality hospitality and leisure experiences at every one of its destinations. Tsogo Sun's portfolio comprises: (i) 14 gaming and entertainment destinations in six of South Africa's nine provinces; (ii) a total of 92 hotels, offering 14,557 rooms across all sectors of the market, from luxury to budget, in South Africa, the rest of Africa, the Middle East and the Seychelles; (iii) theatres, cinemas, restaurants and bars; and (iv) over 250 conference and banqueting facilities, including the Sandton Convention Centre.

For the year ended 31 March 2014, Tsogo Sun generated income of ZAR10,767 million and earnings before interest, tax, depreciation, amortisation, property rentals, long-term incentives and exceptional items (EBITDAR) of ZAR4,214 million.

Enquiries

SABMiller plct: +44 20 7659 0100

Catherine MayDirector of Corporate AffairsSABMiller plct: +44 20 7927 4709

Gary LeibowitzSenior VP, Investor RelationsSABMiller plct: +44 20 7659 0119

Christina MillsDirector of Global Communications and ReputationSABMiller plct: +44 78 2527 5605

Richard FarnsworthBusiness Media Relations ManagerSABMiller plct: +44 77 3477 6317

This announcement does not constitute a prospectus or an offer or invitation to purchase securities.

This document has been prepared by SABMiller and contains summary information only and does not purport to be comprehensive and is not intended to be (and should not be used as) the sole basis of any analysis or other evaluation. No reliance may be or should be placed by any person for any purposes whatsoever on the information contained in this document or on its completeness, accuracy or fairness. The information in this document and any other document referred to herein is subject to change. This document has not been approved by any regulatory authority. No specific investment objectives, financial situation or particular needs of any recipient of this document have been taken into consideration in connection with the preparation of this document. No representation or warranty (express or implied) is made as to, and no reliance should be placed on, any information, including projections, estimates, targets and opinions, contained herein, and no liability whatsoever is accepted as to any errors, omissions or misstatements contained herein, and, accordingly, none of the financial or other advisers of SABMiller and Tsogo Sun, including the Joint Global Coordinators nor any other manager, their respective subsidiaries, affiliates or associated companies, accepts any liability whatsoever arising directly or indirectly from the use of this document or any obligation to update or supplement this document. Nothing in this document shall be deemed to constitute a recommendation to any person to acquire any securities. This document and any materials distributed in connection with this document are not directed to, or intended for distribution to or use by, any person or entity that is a citizen or resident or located in any locality, state, country or other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation or which would require any registration or licensing within such jurisdiction. This document and the information contained herein are not for distribution in or into the United States, Canada, Australia or Japan. Accordingly, unless an exemption under the relevant securities laws is applicable, the securities mentioned herein may not be offered, sold, resold, delivered or distributed, directly or indirectly, in or into the United States, Canada, Australia and Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of, or require registration thereof in, such jurisdiction. This document does not constitute, or form part of, an offer to sell, or a solicitation of an offer to purchase, any securities of the Company in the United States. The Shares of the Company have not been and will not be registered under the US Securities Act of 1933 (the Securities Act") and may not be offered, sold, resold, delivered or distributed, directly or indirectly, in or into the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with the securities laws of any state or other jurisdiction of the United States. Any sale in the United States of the securities mentioned in this communication will be made solely to "Qualified Institutional Buyers" as defined in Rule 144A under the Securities Act. The distribution of this announcement and other information in connection with the transactions described herein in certain jurisdictions may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with the foregoing restrictions may constitute a violation of U.S. securities laws. There will be no public offering in the United states.

Within the European Economic Area, the announcement is being made, and this document is directed only, to persons who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive 2003/EC and amendments thereto, including Directive 2010/73/EU, as implemented in member states of the European Economic Area ("Qualified Investors"). This document is for information purposes only and does not constitute an offering document or an offer of securities to the public in the United Kingdom to which section 85 of the Financial Services and Markets Act 2000 of the United Kingdom (as amended by the Financial Services Act 2012 of the United Kingdom) applies. It is not intended to provide the basis for any evaluation of any securities and should not be considered as a recommendation that any person should subscribe for or purchase any securities. In the United Kingdom, the announcement is being made, and this document is directed only, to persons who are both: (i) Qualified Investors; and either (ii) persons falling within the definition of Investment Professionals (contained in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order")) or other persons to whom it may lawfully be communicated in accordance with the Order; or (iii) high net worth bodies corporate, unincorporated associations and partnerships and the trustees of high value trusts, as described in Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "Relevant Persons"). Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

Forward-looking statements

This document contains certain forward‐looking statements that reflect SABMiller's (hereinafter referred to as the "Company") intentions, beliefs, assumptions or current expectations and projections about the Company's future result of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company operates, taking into account all information currently available to the Company, and are not guarantees of future performance. Forward‐looking statements concern future circumstances and results and other statements that are not historical facts, sometimes identified by the words "believes," "expects," "predicts," "intends," "projects," "plans," "estimates," "aims," "foresees," "anticipates," "targets," "could," "hopes," "seeks," "objective," "potential," "goal," "strategy," "target," "continue," "annualized" and similar expressions or negatives thereof or other variations thereof or comparable terminology. The forward‐looking statements contained in this document, including assumptions, opinions and views of the Company or cited from third party sources, are solely opinions and forecasts which are uncertain and subject to risks and uncertainties. These beliefs, assumptions and expectations can change as a result of possible events or factors, not all of which are known to the Company or are within the Company's control. If a change occurs, the Company's business, future result of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies or opportunities may vary materially from those expressed in, or suggested by, these forward-looking statements. A number of important factors could cause actual results or outcomes to differ materially from those expressed in any forward-looking statement as a result of risks and uncertainties facing the Company, including without limitation, changes in general economic conditions, in particular economic conditions in the markets in which the Company operates, changes affecting interest rate levels, the actions of competitors, changes in laws and regulations, the potential impact of legal proceedings and actions and the ability of the Company and its subsidiaries to achieve operational synergies from past or future acquisitions. You should not place undue reliance on the forward-looking statements in this document. The Company does not guarantee that the assumptions underlying the forward‐looking statements in this document are free from errors nor accepts any responsibility for the future accuracy of the opinions expressed in this document or any obligation to update the statements in this document to reflect subsequent events. The forward‐looking statements in this document are made only as of the date hereof. Neither the delivery of this document nor any further discussions of the Company with any of the recipients thereof shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since such date. Consequently, the Company does not undertake any obligation to review, update or confirm expectations or estimates or to release publicly any revisions to any forward‐looking statements to reflect events that occur or circumstances that arise in relation to the content of the document.