Form 8.5 (EPT/NON-RI) - Anheuser-Busch InBev

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:	J.P. Morgan Securities LLC
(b) Name of offeror/offeree in relation to whose relevant securities this form relates:      Use a separate form for each offeror/offeree	Anheuser-Busch InBev SA/NV
(c) Name of the party to the offer with which exempt principal trader is connected:	SABMiller Plc
(d) Date position held/dealing undertaken:      For an opening position disclosure, state the latest practicable date prior to the disclosure	29 July  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 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:	Ordinary Shares
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	284,111	0.02	212	0.00
(2) Cash-settled derivatives:	-	-	264,272	0.02
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	39,300	0.00	55,000	0.00
TOTAL:	323,411	0.02	319,484	0.02

 

 

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 security	Purchases/ sales	Total number of securities	Highest price per unit paid/received (USD)	Lowest price per unit paid/received (USD)
ADS	Purchases   Sales	8,534   20,068	129.0928   129.7050	129.0928   128.4950

 

 (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 (USD)
ADS	Equity Swap	Long	8,534	129.0928

 

 

(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 (USD)	Type e.g. American, European etc.	Expiry date	Option money paid/ received per unit (USD)
ADS

 

 

(ii)        Exercise

 

Class of relevant security	Product description e.g. call option	Exercising/ exercised against	Number of securities	Exercise price per unit (USD)

 

(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"

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"

None

 

(c)        Attachments

 

Is a Supplemental Form 8 (Open Positions) attached?

Yes

 

 

Date of disclosure:	01 August 2016
Contact name:	Tung Le
Telephone number:	020 7742 7272

 

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 monitoring@disclosure.org.uk.  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 Securities LLC
Name of offeror/offeree in relation to whose relevant securities the disclosure relates:	Anheuser-Busch InBev SA/NV

 

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
ADR Shares	Call Option Call Option Call Option	Written Purchased Purchased	55,000 20,000 19,300	120.00 130.00 130.00	American American American	20/01/2017 16/09/2016 19/08/2016

 

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.