Form 8.3 - SABMiller Plc

FORM 8.3        

 

PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY

A PERSON WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE

Rule 8.3 of the Takeover Code (the "Code")

1.         KEY INFORMATION

 

(a) Full name of discloser:	Société Générale S.A.
(b) Owner or controller of interests and short positions disclosed. if different from 1(a):      The naming of nominee or vehicle companies is insufficient.  For a trust. the trustee(s). settlor and beneficiaries must be named.
(c) Name of offeror/offeree in relation to whose relevant securities this form relates:      Use a separate form for each offeror/offeree	SABMiller Plc
(d) If an exempt fund manager connected with an offeror/offeree. state this and specify identity of offeror/offeree:
(e) Date position held/dealing undertaken:      For an opening position disclosure. state the latest practicable date prior to the disclosure	19/08/2016
(f)  In addition to the company in 1(c) above. is the discloser 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 PERSON MAKING THE DISCLOSURE

 

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(c). 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:	USD 0.10 ordinary: 17,978,319 Shares interests and 467,982  short position ADR (referencing the ordinary) : 844 equivalent Shares interests and 0 equivalent Shares as short position Where (1 ADR = 1 ordinary share)
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	17,979,163	1.11	467,982	0.03
(2) Cash-settled derivatives:	11,453,961	0.71	27,272,717	1.68
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	2,205,000	0.14	2,000,000	0.12
TOTAL:	31,638,124	1.95	29,740,699	1.83

 

 

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 PERSON MAKING THE DISCLOSURE

 

Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(c). 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	Purchase/sale	Number of securities	Price per unit
Ordinary	Purchase	4,405	43.723946
Ordinary	Purchase	594	43.6867
Ordinary	Purchase	405	43.725012
Ordinary	Purchase	3,684	43.7
Ordinary	Purchase	1,232	43.720357
Ordinary	Purchase	3,557	43.741659
Ordinary	Purchase	3,684	43.725
Ordinary	Purchase	117	43.69
Ordinary	Purchase	396	43.695025
Ordinary	Purchase	2,892	43.7
Ordinary	Purchase	78	43.7
Ordinary	Purchase	3,990	43.704061
Ordinary	Purchase	3,000	43.7
Ordinary	Sale	946	43.685951
Ordinary	Sale	258	43.694341
Ordinary	Sale	6,815	43.75
Ordinary	Sale	521	43.745585
Ordinary	Sale	828	43.692766
Ordinary	Sale	596	43.744631
	Total Purchases	28,034
	Total Sales	9,964

 

 

 

                                                                                                                    

 (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

 

 (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 person 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 person 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?

YES

 

 

Date of disclosure:	22/08/2016
Contact name:	Olivier Vero
Telephone number:	+44 20 7676 6821 / 6969

 

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:	Société Générale S.A.
Name of offeror/offeree in relation to whose relevant securities the disclosure relates:	SABMiller Plc

 

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	Expiry date
					e.g. American. European etc.
Ordinary	Listed call-option	Purchase	2,000,000	40	European options	16/12/2016
Ordinary	Listed call-option	Purchase	5,000	46	American options	16/12/2016
Ordinary	Listed call-option	Sale	2,000,000	32	European options	16/12/2016
Ordinary	OTC put-option	Sale	200,000	38	European options	16/09/2016

 

 

 

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.