14th Dec 2015 11:58
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: | BARCLAYS CAPITAL SECURITIES LTD | |||
| (b) | Name of offeror/offeree in relation to whose | ANHEUSER-BUSCH INBEV SA/NV | |||
| relevant securities this form relates: | |||||
| (c) | Name of the party to the offer with which exempt | ANHEUSER-BUSCH INBEV SA/NV | |||
| principal trader is connected | |||||
| (d) | Date position held/dealing undertaken: | 11 December 2015 | |||
| (e) | In addition to the company in 1(b) above, is the exempt principal | YES: | |||
| trader making disclosures in respect of any other party to the offer? | SABMILLER PLC |
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: | 7,738,324 | 0.48% | 7,046,617 | 0.44% | |||||||
| (2) | Cash-settled derivatives: | ||||||||||
| 537,695 | 0.03% | 109,322 | 0.01% | ||||||||
| (3) | Stock-settled derivatives (including options) | ||||||||||
| and agreements to purchase/sell: | 420,331 | 0.03% | 273,331 | 0.02% | |||||||
| (4) | |||||||||||
| TOTAL: | 8,696,350 | 0.54% | 7,429,270 | 0.46% | |||||||
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 | Purchase/sale | Total number of | Highest price per unit | Lowest price per unit | |||||
| security | securities | paid/received | paid/received | ||||||
| ORD | Purchase | 440,025 | 115.1250 EUR | 112.05 EUR | |||||
| ORD | Purchase | 439,018 | 123.3737 USD | 123.3168 USD | |||||
| ORD | Sale | 366,732 | 115.7000 EUR | 112.05 EUR | |||||
| ORD | Sale | 366,732 | 123.3737 USD | 123.3168 USD |
(b) Cash-settled derivative transactions
| Class of | Product | Nature of dealing | Number of | Price per | |||||
| relevant | description | reference | unit | ||||||
| security | securities | ||||||||
| ORD | SWAP | Long | 62 | 112.7853 EUR | |||||
| ORD | SWAP | Long | 100 | 114.4000 EUR | |||||
| ORD | SWAP | Long | 3,485 | 114.1495 EUR | |||||
| ORD | CFD | Long | 8,351 | 113.6423 EUR | |||||
| ORD | CFD | Long | 21,588 | 112.3842 EUR | |||||
| ORD | SWAP | Short | 201 | 112.7812 EUR | |||||
| ORD | SWAP | Short | 287 | 113.0807 EUR | |||||
| ORD | SWAP | Short | 572 | 112.9170 EUR | |||||
| ORD | SWAP | Short | 743 | 112.9345 EUR | |||||
| ORD | SWAP | Short | 1,934 | 112.9186 EUR | |||||
| ORD | CFD | Short | 2,502 | 112.9769 EUR | |||||
| ORD | SWAP | Short | 3,484 | 114.4776 EUR | |||||
| ORD | SWAP | Short | 81,214 | 113.5583 EUR |
(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 | |||||||||||||||
| ORD | Put Options | Purchasing | 50,000 | 110 EUR | American | 18 Dec 2015 | 0.3500 EUR | ||||||||
| ORD | Put Options | Selling | 100,000 | 110 EUR | American | 18 Dec 2015 | 0.3500 EUR |
(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: |
| 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 of future acquisition or disposal of any relevant securities to which |
| any derivative is referenced: |
| NONE |
(c) Attachments
| Is a Supplemental Form 8 (Open Positions) attached? | YES | |
| Date of disclosure: | 14 Dec 2015 | |
| Contact name: | Jay Supaya | |
| Telephone number: | 020 7773 0635 |
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.
143221.01
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: | |
| Name of offeror/offeree in relation to whose relevant securities the disclosure relates: |
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 Options | Written | -25,000 | 110.0000 | American | 18 Mar 2016 | |||||||
| ORD | Put Options | Written | 25,000 | 96.0000 | American | 18 Mar 2016 | |||||||
| ORD | Call Options | Purchased | 6,606 | 120.0000 | European | 18 Dec 2015 | |||||||
| ORD | Put Options | Purchased | -11,493 | 110.0000 | European | 18 Dec 2015 | |||||||
| ORD | Call Options | Written | -6,606 | 120.0000 | European | 18 Dec 2015 | |||||||
| ORD | Put Options | Purchased | -103,000 | 86.0900 | American | 18 Dec 2015 | |||||||
| ORD | Put Options | Written | 11,493 | 110.0000 | European | 18 Dec 2015 | |||||||
| ORD | Call Options | Purchased | 2,232 | 110.0000 | European | 18 Dec 2015 | |||||||
| ORD | Put Options | Written | 150,000 | 94.0000 | American | 18 Dec 2015 | |||||||
| ORD | Put Options | Written | 25,000 | 100.0000 | American | 18 Dec 2015 | |||||||
| ORD | Call Options | Purchased | 150,000 | 110.0000 | American | 18 Dec 2015 | |||||||
| ORD | Put Options | Purchased | -50,000 | 90.0000 | American | 18 Dec 2015 | |||||||
| ORD | Call Options | Written | -75,000 | 110.0000 | American | 18 Dec 2015 | |||||||
| ORD | Put Options | Written | 50,000 | 110.0000 | American | 18 Dec 2015 | |||||||
| ORD | Call Options | Written | -2,232 | 110.0000 | European | 18 Dec 2015 |
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.
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