16th Nov 2015 11:36
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 | SABMILLER PLC | |||
| 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: | 13 November 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? | ANHEUSER-BUSCH INBEV SA/NV |
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: | 13,506,341 | 0.83% | 9,407,978 | 0.58% | |||||||
| (2) | Cash-settled derivatives: | ||||||||||
| 2,003,519 | 0.12% | 12,413,067 | 0.77% | ||||||||
| (3) | Stock-settled derivatives (including options) | ||||||||||
| and agreements to purchase/sell: | 0 | 0.00% | 0 | 0.00% | |||||||
| TOTAL: | 15,509,760 | 0.96% | 21,821,045 | 1.35% | |||||||
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 | 210,386 | 40.2225 GBP | 39.985 GBP | |||||
| ORD | Sale | 280,961 | 40.2225 GBP | 39.985 GBP | |||||
| ADR | Purchase | 17,800 | 61.4714 USD | 61.4714 USD | |||||
| ADR | Sale | 17,800 | 61.4714 USD | 61.4714 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 | 236 | 40.1596 GBP | |||||
| ORD | CFD | Long | 563 | 875.6359 ZAR | |||||
| ORD | CFD | Long | 912 | 40.1755 GBP | |||||
| ORD | SWAP | Long | 1,086 | 40.1507 GBP | |||||
| ORD | SWAP | Long | 2,973 | 40.1652 GBP | |||||
| ORD | CFD | Long | 3,422 | 40.1270 GBP | |||||
| ORD | CFD | Long | 4,825 | 40.0112 GBP | |||||
| ORD | CFD | Long | 5,000 | 40.0564 GBP | |||||
| ORD | CFD | Long | 6,941 | 40.1542 GBP | |||||
| ORD | CFD | Long | 7,046 | 873.3447 ZAR | |||||
| ORD | CFD | Long | 7,062 | 874.6232 ZAR | |||||
| ORD | SWAP | Long | 7,432 | 40.1698 GBP | |||||
| ORD | CFD | Long | 9,518 | 40.1758 GBP | |||||
| ORD | CFD | Long | 10,161 | 873.6910 ZAR | |||||
| ORD | CFD | Long | 12,288 | 40.1255 GBP | |||||
| ORD | SWAP | Long | 17,200 | 40.1846 GBP | |||||
| ORD | SWAP | Long | 26,145 | 40.1847 GBP | |||||
| ORD | CFD | Long | 59,020 | 873.9937 ZAR | |||||
| ORD | CFD | Long | 35,561 | 40.1392 GBP | |||||
| ORD | SWAP | Short | 78 | 40.0058 GBP | |||||
| ORD | SWAP | Short | 100 | 40.0074 GBP | |||||
| ORD | SWAP | Short | 152 | 39.9940 GBP | |||||
| ORD | SWAP | Short | 200 | 40.0160 GBP | |||||
| ORD | SWAP | Short | 200 | 40.1540 GBP | |||||
| ORD | SWAP | Short | 226 | 40.1402 GBP | |||||
| ORD | CFD | Short | 1,835 | 874.8863 ZAR | |||||
| ORD | CFD | Short | 6,941 | 874.5826 ZAR | |||||
| ORD | CFD | Short | 7,462 | 40.1895 GBP | |||||
| ORD | SWAP | Short | 8,674 | 40.0348 GBP | |||||
| ORD | CFD | Short | 9,118 | 874.4521 ZAR | |||||
| ORD | CFD | Short | 9,558 | 40.1062 GBP | |||||
| ORD | CFD | Short | 12,288 | 875.0742 ZAR | |||||
| ORD | CFD | Short | 17,506 | 874.6540 ZAR | |||||
| ORD | CFD | Short | 19,061 | 40.1412 GBP |
(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)
| 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: Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state “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 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” |
(c) Attachments
| Is a Supplemental Form 8 (Open Positions) attached? | NO | ||
| Date of disclosure: | 16 Nov 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.
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