3rd Jun 2016 16:17
FORM 8 (DD)
PUBLIC DEALING DISCLOSURE BY A PARTY TO AN OFFER OR PERSON ACTING IN CONCERT (INCLUDING DEALINGS FOR THE ACCOUNT OF DISCRETIONARY INVESTMENT CLIENTS)
Rules 8.1, 8.2 and 8.4 of the Takeover Code (the "Code")
AMENDMENT - CHANGES TO SECTION 2(b) AND SECTION 3(d)(ii)
1. KEY INFORMATION
(a) Full name of discloser: | Mr. Domenic De Lorenzo (Director of SABMiller plc) |
(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. | N/A |
(c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree | SABMiller plc |
(d) Status of person making the disclosure: e.g. offeror, offeree, person acting in concert with the offeror/offeree (specify name of offeror/offeree) | Person acting in concert with the offeree (SABMiller plc) |
(e) Date dealing undertaken: | 31 May 2016 |
(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" | NO |
2. POSITIONS OF THE PERSON 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) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing
Class of relevant security:
| Ordinary shares in SABMiller plc | |||
| Interests | Short positions | ||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | 147,960 (1) | 0.00912 | NIL | - |
(2) Cash-settled derivatives:
| NIL | - | NIL | - |
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: | NIL | - | NIL | - |
TOTAL: | 147,960 | 0.00912 | NIL | - |
(1) Note: 48,489 held by Mr. Domenic De Lorenzo's close relatives.
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).
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 (including directors' and other employee options)
Class of relevant security in relation to which subscription right exists: | SABMiller plc ordinary shares |
Details, including nature of the rights concerned and relevant percentages: | Details of the options and awards held by Mr. Domenic De Lorenzo are set out below. |
Share Options
Grant date
| Vesting Date subject to performance conditions (where applicable) (year ending 31 March) | Subscription Price (£) | Outstanding |
1 December 2011 | 5 years (2016) | 22.40 | 12,210 |
1 June 2012 | 5 years (2017) | 23.95 | 16,500 |
3 June 2013 | 3 years (2016) | 33.30 | 18,760 |
3 June 2013 | 5 years (2018) | 33.30 | 9,240 |
2 June 2014 | 3 years (2017) | 33.11 | 15,090 |
2 June 2014 | 3 years (2017) | 33.11 | 10,110 |
2 June 2014 | 5 years (2019) | 33.11 | 4,979 |
1 June 2015 | 3 years (2018) | 34.94 | 29,117 |
1 June 2015 | 3 years (2018) | 34.94 | 19,983 |
1 June 2015 | 5 years (2020) | 34.94 | 9,991 |
1 June 2015 | 3 years (2018) | 34.94 | 858 |
31 May 2016 | 3 years (2019) | 42.8275 | 44,519 |
31 May 2016 | 5 years (2021) | 42.8275 | 22,260 |
Performance Share Awards
Award Date | Vesting Date subject to performance conditions (where applicable) (year ending 31 March) | Subscription Price (£) | Outstanding |
3 June 2013 | 3 year (2016) | 0.00 | 14,000 |
2 June 2014 | 3 year (2017) | 0.00 | 15,090 |
1 June 2015 | 3 year (2018) | 0.00 | 29,975 |
31 May 2016 | 3 year (2019) | 0.00 | 33,389 |
Value Share Awards
Award Date | Earliest possible release date | Final vesting date
| Subscription Price (£) | Outstanding (shares per £10m of additional value) |
1 June 2012 | 1 June 2015 | 1 June 2017 | 0.00 | 50 |
3 June 2013 | 3 June 2016 | 3 June 2018 | 0.00 | 30 |
2 June 2014 | 2 June 2017 | 2 June 2019 | 0.00 | 30 |
1 June 2015 | 1 June 2018 | 1 June 2020 | 0.00 | 60 |
31 May 2016 | 31 May 2019 | 31 May 2021 | 0.00 | 100 |
The number of shares which can be released under a value share award is dependent upon TSR outperformance compared with the median of a comparator group over three, four and five-year performance periods:
· at median or below median TSR performance, no shares will vest; and
· for every £10 million of additional shareholder value created, a pre-determined fixed number of shares will vest (as set out in the table above).
This is described in further detail on pages 90, 95 and 96 of SABMiller's 2015 Annual Report.
3. DEALINGS BY THE PERSON MAKING THE DISCLOSURE
Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(c), 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
(i) Party to an offer or person acting in concert (except for a principal trader in the same group as a connected adviser)
Class of relevant security | Purchase/sale
| Number of securities | Price per unit |
(ii) Principal trader where the sole reason for the connection is that the principal trader is in the same group as a connected adviser
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 of relevant security | Product description e.g. call option | Writing, purchasing, selling, varying etc. | Number of securities to which option relates | Exercise price per unit | Type e.g. American, European etc. | Expiry date | Option money paid/ received per unit |
(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)
(i) Release of ordinary shares in SABMiller plc under Value Share Awards
Class of relevant security | Nature of dealing e.g. subscription, conversion | Details | Price per unit (if applicable) |
Ordinary shares in SABMiller plc | Release of ordinary shares under Value Share Awards | Release of 21,605 ordinary shares in SABMiller plc under Value Share Awards granted on 1 December 2011 | £0.00 |
(ii) Grant of Share Options, Performance Share Awards and Value Share Awards
Class of relevant security | Nature of dealing e.g. subscription, conversion | Details | Price per unit (if applicable) |
Ordinary shares in SABMiller plc | Grant of share options and awards | Grant of the share options and awards as further detailed below. | N/A |
Share Options
Grant date | Vesting Date subject to performance conditions (where applicable) (year ending 31 March) | Subscription Price (£) | Outstanding |
31 May 2016 | 3 years (2019) | 42.8275 | 44,519 |
31 May 2016 | 5 years (2021) | 42.8275 | 22,260 |
Performance Share Awards
Award Date | Vesting Date subject to performance conditions (where applicable) (year ending 31 March) | Subscription Price (£) | Outstanding |
31 May 2016 | 3 year (2019) | 0.00 | 33,389 |
Value Share Awards
Award Date | Earliest possible release date | Final vesting date
| Subscription Price (£) | Outstanding (shares per £10m of additional value) |
31 May 2016 | 31 May 2019 | 31 May 2021 | 0.00 | 100 |
The number of shares which can be released under a value share award is dependent upon TSR outperformance compared with the median of a comparator group over three, four and five-year performance periods:
· at median or below median TSR performance, no shares will vest; and
· for every £10 million of additional shareholder value created, a pre-determined fixed number of shares will vest (as set out in the table above).
This is described in further detail on pages 90, 95 and 96 of SABMiller's 2015 Annual Report.
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 or person acting in concert making the disclosure and any other person: 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 or person acting in concert 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" |
None
|
(c) Attachments
Are any Supplemental Forms attached?
Supplemental Form 8 (Open Positions) | NO |
Supplemental Form 8 (SBL) | NO |
| Date of disclosure: | 3 June 2016 |
| Contact name: | Stephen Shapiro Group Company Secretary SABMiller plc |
| Telephone number: | +44 1483 264000 |
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 [email protected]. The Panel's Market Surveillance Unit is available for consultation in relation to the Code's dealing disclosure requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.
Related Shares:
SAB.L