TIDMSAB
RNS Number : 7835L
SABMiller PLC
06 October 2016
6 October 2016
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
RECOMMENDED ACQUISITION
OF
SABMILLER PLC
BY
ANHEUSER-BUSCH INBEV SA/NV
(THROUGH NEWBELCO SA/NV)
Delisting of SABMiller plc shares on the London Stock
Exchange
SABMiller plc ("SABMiller") confirms that, following an
application by SABMiller, the UK Listing Authority has cancelled
the listing of SABMiller Shares on the premium segment of the
Official List and the London Stock Exchange has cancelled the
trading of SABMiller Shares on the London Stock Exchange's main
market for listed securities, in each case with effect from 8.00
a.m. (London time) today, 6 October 2016.
Defined terms used but not defined in this announcement have the
meanings set out in the Scheme Document dated 26 August 2016.
Enquiries
SABMiller +44 (0) 20 7659 0100
Christina Mills, Director, Group Communications +44 (0) 20 7659
0105
Gary Leibowitz, Director, Investor Relations +44 (0) 20 7659
0119
Richard Farnsworth, Group Media Relations +44 (0) 7734
776317
Robey Warshaw +44 (0) 20 7317 3900
Simon Robey
Simon Warshaw
J.P. Morgan Cazenove +44 (0) 20 7777 2000
John Muncey
Dwayne Lysaght
Morgan Stanley +44 (0) 20 7425 8000
Henry Stewart
Paul Baker
Goldman Sachs International +44 (0) 20 7774 1000
Gilberto Pozzi
Mark Sorrell
Centerview Partners +44 (0) 20 7409 9700
Robin Budenberg
James Hartop
Finsbury +44 (0) 20 7251 3801
Faeth Birch
James Murgatroyd
Important Notices
This announcement is for information purposes only and does not
constitute an offer to sell or an invitation to purchase any
securities or the solicitation of an offer to buy any securities,
pursuant to the Transaction or otherwise. The Transaction will be
made solely by means of the Scheme Document and the AB InBev
Transaction Documents which will contain the full terms and
conditions of the Transaction.
Important notices relating to financial advisers
Robey Warshaw LLP ("Robey Warshaw"), which is authorised and
regulated by the Financial Conduct Authority, is acting as joint
financial adviser to SABMiller and no one else in connection with
the contents of this announcement and will not be responsible to
anyone other than SABMiller for providing the protections afforded
to its clients or for providing advice in connection with the
contents of this announcement or any matter referred to in this
announcement.
J.P. Morgan Limited, which conducts its UK investment banking
businesses as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority. J.P. Morgan Cazenove is acting as joint
financial adviser exclusively for SABMiller and no one else in
connection with the matters set out in this announcement and will
not regard any other person as its client in relation to the
matters in this announcement and will not be responsible to anyone
other than SABMiller for providing the protections afforded to
clients of J.P. Morgan Cazenove, or for providing advice in
relation to any matter referred to herein.
Morgan Stanley & Co. International plc ("Morgan Stanley")
which is authorised by the Prudential Regulation Authority and
regulated by the Financial Conduct Authority and the Prudential
Regulation Authority in the UK is acting as joint financial adviser
to SABMiller and no one else in connection with the matters set out
in this announcement. In connection with such matters, Morgan
Stanley, its affiliates and their respective directors, officers,
employees and agents will not regard any other person as their
client, nor will they be responsible to any other person for
providing the protections afforded to their clients or for
providing advice in relation to the contents of this announcement
or any other matter referred to herein.
Goldman Sachs International ("Goldman Sachs"), which is
authorised by the Prudential Regulation Authority and regulated by
the Financial Conduct Authority and the Prudential Regulation
Authority in the United Kingdom, is acting exclusively for
SABMiller and no one else in connection with the matters referred
to in this announcement and will not be responsible to anyone other
than SABMiller for providing the protections afforded to clients of
Goldman Sachs, or for providing advice in connection with the
contents of this announcement or any other matter referred to
herein.
Centerview Partners UK LLP ("Centerview Partners"), which is
authorised and regulated by the Financial Conduct Authority, is
acting as joint financial adviser to SABMiller and no one else in
connection with the contents of this announcement and will not be
responsible to anyone other than SABMiller for providing the
protections afforded to its clients or for providing advice in
connection with the contents of this announcement or any matter
referred to in this announcement.
Disclosure requirements of the Takeover Code (the "Code")
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer
period and, if later, following the announcement in which any
securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any securities exchange offeror. A
Dealing Disclosure must contain details of the dealing concerned
and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror, save to the
extent that these details have previously been disclosed under Rule
8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies
must be made by no later than 3.30 pm (London time) on the business
day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at http://www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. If you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure, you
should contact the Panel's Market Surveillance Unit on +44 (0)20
7638 0129.
Publication on Website
A copy of this announcement will be made available on
www.sabmiller.com by no later than 12 noon (London time) on 7
October 2016.
You may request a hard copy of this announcement by contacting
SABMiller's company secretary on +44 (0) 1483 264000. You may also
request that all future documents, announcements and information to
be sent to you in relation to the offer should be in hard copy
form.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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