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Form 8.5 -SABMILLER PLC

Form 8.5 -SABMILLER PLC

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 August 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: 16,211,177 1.00% 2,493,538 0.15%
           
(2) Cash-settled derivatives:
688,459 0.04% 15,379,141 0.95%
           
(3) Stock-settled derivatives (including options)
and agreements to purchase/sell: 0 0.00% 0 0.00%
           
(4)
TOTAL: 16,899,636 1.04% 17,872,679 1.10%

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 225,760 43.6500 GBP 43.5783 GBP
ORD Sale 220,930 43.6500 GBP 43.5316 GBP
ADR Purchase 15,000 56.8675 USD 56.8675 USD
ADR Sale 15,000 56.8675 USD 56.8675 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 96 43.6045 GBP
ORD SWAP Long 311 43.5773 GBP
ORD CFD Long 446 43.5488 GBP
ORD CFD Long 586 775.3961 ZAR
ORD SWAP Long 908 43.6210 GBP
ORD CFD Long 3,486 775.5996 ZAR
ORD CFD Long 7,085 43.5946 GBP
ORD CFD Long 5,039 43.5975 GBP
ORD CFD Long 15,000 43.5316 GBP
ORD CFD Long 22,427 775.5126 ZAR
ORD CFD Long 39,168 775.6832 ZAR
ORD CFD Short 9 43.6022 GBP
ORD SWAP Short 43 43.6293 GBP
ORD SWAP Short 47 43.6191 GBP
ORD SWAP Short 107 43.6104 GBP
ORD SWAP Short 116 43.6028 GBP
ORD SWAP Short 137 43.5893 GBP
ORD SWAP Short 307 43.6125 GBP
ORD CFD Short 501 43.5815 GBP
ORD SWAP Short 815 43.5258 GBP
ORD CFD Short 570 775.3256 ZAR
ORD SWAP Short 2,234 43.5947 GBP
ORD CFD Short 3,818 43.6098 GBP
ORD CFD Short 7,085 773.7358 ZAR
ORD CFD Short 25,913 43.6168 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”

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?  

NO

Date of disclosure:

9 August 2016

Contact name:

Pinar Coktas

Telephone number:

020 7116 1165

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.

BARCLAYS PLC

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