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Form 8.5 - SABMILLER PLC

11th Jan 2016 12:23

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 relevant securities this form relates:

Use a separate form for each offeror/offeree

SABMILLER PLC

(c) Name of the party to the offer with which exempt principal trader is connected:

ANHEUSER-BUSCH INBEV SA/NV

(d) Date position held/dealing undertaken:

For an opening position disclosure, state the latest practicable date prior to the disclosure

8 Jan 2016

(e) In addition to the company in 1(b) above, is the exempt principal trader 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

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: 15,457,296 0.95% 7,644,605 0.47%
(2) Cash-settled derivatives:
2,331,343 0.14% 14,421,432 0.89%
(3) Stock-settled derivatives (including options)
and agreements to purchase/sell: 0 0.00% 0 0.00%
(4)
TOTAL: 17,788,539 1.10% 22,066,037 1.36%

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 553,651 40.6567 GBP 40.2927 GBP
ORD Sale 489,157 40.6050 GBP 40.35 GBP
ADR Purchase 47,600 59.0211 USD 58.9816 USD
ADR Sale 47,600 59.0211 USD 58.9816 USD
(b) Cash-settled derivative transactions
Class of Product Nature of dealing Number of Price per
relevant description reference unit
security securities
ORD CFD Long 433 40.3933 GBP
ORD CFD Long 783 40.5745 GBP
ORD SWAP Long 1,899 40.5673 GBP
ORD SWAP Long 2,015 40.4870 GBP
ORD CFD Long 2,385 40.5200 GBP
ORD CFD Long 2,894 947.3114 ZAR
ORD SWAP Long 3,024 40.4680 GBP
ORD CFD Long 1,778 945.7907 ZAR
ORD CFD Long 4,311 40.3973 GBP
ORD CFD Long 15,082 948.3457 ZAR
ORD CFD Long 44,529 40.4658 GBP
ORD CFD Long 51,511 947.0643 ZAR
ORD CFD Short 321 40.5966 GBP
ORD SWAP Short 627 40.4199 GBP
ORD CFD Short 683 947.0200 ZAR
ORD SWAP Short 736 40.3876 GBP
ORD CFD Short 1,287 40.5297 GBP
ORD SWAP Short 2,968 40.6567 GBP
ORD SWAP Short 3,172 40.3988 GBP
ORD CFD Short 7,022 40.4951 GBP
ORD CFD Short 9,626 950.7879 ZAR
ORD CFD Short 11,900 950.8268 ZAR
ORD CFD Short 7,464 947.1576 ZAR
ORD CFD Short 7,820 40.5378 GBP
ORD CFD Short 16,194 40.5224 GBP
ORD SWAP Short 16,875 40.3925 GBP
ORD CFD Short 30,000 40.2927 GBP
ORD CFD Short 30,603 948.7609 ZAR
ORD CFD Short 51,548 40.5322 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:

11 Jan 2016

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.

View source version on businesswire.com: http://www.businesswire.com/news/home/20160111005715/en/

Copyright Business Wire 2016


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