12th Nov 2015 12:45
AMENDMENT - CHANGE TO SECTION 3(a).
FORM 8 (OPD)
PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER
Rules 8.1 and 8.2 of the Takeover Code (the "Code")
1. KEY INFORMATION
(a) Full name of discloser: | SABMILLER PLC ("SABMILLER") |
(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 |
(d) Is the discloser the offeror or the offeree? | OFFEREE |
(e) Date position held: The latest practicable date prior to the disclosure | 28 SEPTEMBER 2015 |
(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" | YES
If YES, specify which: ANHEUSER-BUSCH INBEV SA/NV |
2. POSITIONS OF THE PARTY TO THE OFFER 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
Class of relevant security:
| Ordinary shares in SABMILLER | |||
| Interests | Short positions | ||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | NIL | - | NIL | - |
(2) Cash-settled derivatives:
| NIL | - | NIL | - |
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: | NIL | - | NIL | - |
TOTAL: | NIL | - | NIL | - |
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
Class of relevant security in relation to which subscription right exists: | None |
Details, including nature of the rights concerned and relevant percentages: | N/A |
3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE
Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure: |
(a) Beneficial holdings of directors of SABMiller in ordinary shares in SABMiller
Name | Number of ordinary shares in SABMiller | Percentage of issued ordinary share capital in SABMiller (per cent.) |
Jan du Plessis | 30,000 | 0.00185 |
Alan Clark | 352,960 | 0.02181 |
Domenic De Lorenzo | 126,355 | 0.00781 |
Guy Elliott | 3,114 | 0.00019 |
Mark Armour | 3,000 | 0.00019 |
Geoffrey Bible | 102,100 | 0.00631 |
Dinyar Devitre | 30,000 | 0.00185 |
Lesley Knox | 3,000 | 0.00019 |
Dambisa Moyo | 386 | 0.00002 |
Helen Weir | 306 | 0.00002 |
(b) Options and awards held by directors of SABMiller in SABMiller Shares
(i) Options and awards held by Alan Clark
Share Options
Grant date | Vesting Date subject to performance conditions (where applicable) (year ending 31 March) | Subscription Price (£) | Outstanding |
19 May 2006 | Vested | 10.61 | 33,500 |
19 May 2006 | Vested | 10.61 | 50,000 |
19 May 2006 | Vested | 10.61 | 16,500 |
18 May 2007 | Vested | 11.67 | 33,500 |
18 May 2007 | Vested | 11.67 | 50,000 |
18 May 2007 | Vested | 11.67 | 16,500 |
16 May 2008 | Vested | 12.50 | 33,500 |
16 May 2008 | Vested | 12.50 | 50,000 |
16 May 2008 | Vested | 12.50 | 16,500 |
1 August 2008 | Vested | 10.49 | 16,750 |
1 August 2008 | Vested | 10.49 | 25,000 |
1 August 2008 | Vested | 10.49 | 8,250 |
15 May 2009 | Vested | 12.31 | 50,250 |
15 May 2009 | Vested | 12.31 | 75,000 |
15 May 2009 | Vested | 12.31 | 24,750 |
1 June 2010 | Vested | 19.51 | 43,550 |
1 June 2010 | Vested | 19.51 | 21,450 |
1 June 2010 | Vested | 19.51 | 65,000 |
1 June 2011 | Vested | 22.495 | 65,000 |
1 June 2011 | 5 years (2016) | 22.495 | 21,450 |
1 June 2011 | Vested | 22.495 | 41,851 |
1 June 2012 | 5 years (2017) | 23.95 | 66,000 |
3 June 2013 | 3 years (2016) | 33.30 | 93,800 |
3 June 2013 | 5 years (2018) | 33.30 | 46,200 |
2 June 2014 | 3 years (2017) | 33.11 | 101,081 |
2 June 2014 | 5 years (2019) | 33.11 | 49,786 |
1 June 2015 | 3 years (2018) | 34.94 | 97,311 |
1 June 2015 | 5 years (2020) | 34.94 | 49,084 |
1 June 2015 | 3 years (2018) | 34.94 | 858 |
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 | 70,000 |
2 June 2014 | 3 year (2017) | 0.00 | 75,434 |
1 June 2015 | 3 year (2018) | 0.00 | 73,627 |
Value Share Awards
Award Date | Earliest possible release date | Final vesting date
| Subscription Price (£) | Outstanding (shares per £10m of additional value) |
29 September 2011 | 1 June 2014 | 1 June 2016 | 0.00 | 115 |
1 June 2012 | 1 June 2015 | 1 June 2017 | 0.00 | 175 |
3 June 2013 | 3 June 2016 | 3 June 2018 | 0.00 | 125 |
2 June 2014 | 2 June 2017 | 2 June 2019 | 0.00 | 125 |
1 June 2015 | 1 June 2018 | 1 June 2020 | 0.00 | 125 |
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.
(ii) Options and awards held by Domenic De Lorenzo
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 |
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 |
Value Share Awards
Award Date | Earliest possible release date | Final vesting date
| Subscription Price (£) | Outstanding (shares per £10m of additional value) |
1 December 2011 | 1 June 2014 | 1 June 2016 | 0.00 | 50 |
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 |
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.
(c) Interests and short positions of SABMiller's advisers in ordinary shares in SABMiller
J.P. MORGAN STRUCTURED PRODUCTS B.V.
Class of relevant security:
| Ordinary shares in SABMiller | |||
Interests | Short positions | |||
Name | Number | % | Number | % |
(1) Relevant securities owned and/or controlled: | NIL | - | NIL | - |
(2) Cash-settled derivatives:
| 46,665 | 0.00288 | 46,665 | 0.00288 |
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: | 91,936 | 0.00568 | NIL | - |
TOTAL: | 138,601 | 0.00856 | 46,665 | 0.00288 |
J.P. MORGAN (SUISSE) SA
Class of relevant security:
| Ordinary shares in SABMiller | |||
Interests | Short positions | |||
Name | Number | % | Number | % |
(1) Relevant securities owned and/or controlled: | 9,548 | 0.00059 | NIL | - |
(2) Cash-settled derivatives:
| NIL | - | NIL | - |
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: | NIL | - | NIL | - |
TOTAL: | 9,548 | 0.00059 | NIL | - |
J.P. MORGAN LIMITED
Class of relevant security: | Ordinary shares in SABMiller | |||
Interests | Short positions | |||
Name | Number | % | Number | % |
(1) Relevant securities owned and/or controlled: | 50,000 | 0.00311 | Nil | - |
(2) Cash-settled derivatives: | Nil | - | Nil | - |
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: | Nil | - | Nil | - |
TOTAL: | 50,000 | 0.00311 | Nil | - |
(GS) GOLDMAN, SACHS & CO
Class of relevant security:
| Ordinary shares in SABMiller | |||
Interests | Short positions | |||
Name | Number | % | Number | % |
(1) Relevant securities owned and/or controlled: | 6,654 | 0.00041 | NIL | - |
(2) Cash-settled derivatives:
| NIL | - | NIL | - |
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: | NIL | - | NIL | - |
TOTAL: | 6,654 | 0.00041 | NIL | - |
MORGAN STANLEY
Class of relevant security:
| Ordinary shares in SABMiller | |||
Interests | Short positions | |||
Name | Number | % | Number | % |
(1) Relevant securities owned and/or controlled: | NIL | - | NIL | - |
(2) Cash-settled derivatives:
| 119,364 | 0.00737
| 113,451 | 0.0070
|
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: | NIL | - | NIL | - |
TOTAL: | 119,364 | 0.00737 | 113,451 | 0.0070 |
MORGAN STANLEY (JERSEY) LIMITED
Class of relevant security:
| Ordinary shares in SABMiller | |||
Interests | Short positions | |||
Name | Number | % | Number | % |
(1) Relevant securities owned and/or controlled: | NIL | - | NIL | - |
(2) Cash-settled derivatives:
| 30,277 | 0.00187 | 30,276 | 0.00187 |
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: | NIL | - | NIL | - |
TOTAL: | 30,277 | 0.00187 | 30,276 | 0.00187 |
MORGAN STANLEY HEDGING CO. LTD
Class of relevant security:
| Ordinary shares in SABMiller | |||
Interests | Short positions | |||
Name | Number | % | Number | % |
(1) Relevant securities owned and/or controlled: | NIL | - | NIL | - |
(2) Cash-settled derivatives:
| 306 | 0.00000 | 3,787 | 0.00023 |
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: | NIL | - | NIL | - |
TOTAL: | 306 | 0.00000 | 3,787 | 0.00023 |
MORGAN STANLEY B.V.
Class of relevant security:
| Ordinary shares in SABMiller | |||
Interests | Short positions | |||
Name | Number | % | Number | % |
(1) Relevant securities owned and/or controlled: | NIL | - | NIL | - |
(2) Cash-settled derivatives:
| 325,507 | 0.02011 | 313,844 | 0.01939 |
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: | NIL | - | NIL | - |
TOTAL: | 325,507 | 0.02011 | 313,844 | 0.01939 |
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).
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 making the disclosure or any person acting in concert with it: 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 making the disclosure, or any person acting in concert with it, 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) | YES |
Supplemental Form 8 (SBL) | NO |
| Date of disclosure: | 11 November 2015 |
| Contact name: | Stephen Shapiro
Group Company Secretary
|
| Telephone number: | +44 207 659 0100 |
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 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: | J.P. Morgan Structured Products B.V. |
Name of offeror/offeree in relation to whose relevant securities the disclosure relates: | SABMiller plc |
2. STOCK-SETTLED DERIVATIVES (INCLUDING OPTIONS)
Class of relevant security | Product description e.g. call option | Written or purchased | Number of securities to which option or derivative relates | Exercise price per unit | Type e.g. American, European etc. | Expiry date |
Ordinary Share | Fixed Coupon Noted | Purchased | 91,936* | 36.7000 GBP | American | 26/10/16 |
* This instrument may in certain circumstances be physically settled and the interest in shares has been calculated as the maximum number of SABMiller plc shares that the counterparty may acquire at the exercise price.
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.
Related Shares:
SAB.L