Source - BUS

Form 8.5 (EPT/NON-RI) - ANHEUSER-BUSCH INBEV SA/NV Amendment

BARCLAYS PLC

FORM 8.5 (EPT/NON-RI) Amendment to s2(a) and 3(a)

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 ANHEUSER-BUSCH INBEV SA/NV
  relevant securities this form relates:  
(c) Name of the party to the offer with which exempt ANHEUSER-BUSCH INBEV SA/NV
  principal trader is connected  
(d) Date position held/dealing undertaken: 15 August 2016
(e) In addition to the company in 1(b) above, is the exempt principal YES:
  trader making disclosures in respect of any other party to the offer? 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:       ORD            
Interests Short Positions
    Number (%) Number (%)
(1) Relevant securities owned
and/or controlled: 9,867,368 0.61% 9,708,264 0.60%
           
(2) Cash-settled derivatives:
5,013,438 0.31% 4,296,508 0.27%
           
(3) Stock-settled derivatives (including options)
and agreements to purchase/sell: 25,000 0.00% 0 0.00%
           
 
TOTAL: 14,905,806 0.93% 14,004,772 0.87%

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 145,893 113.4500 EUR 112.9 EUR
ORD Purchase 145,893 125.7136 USD 125.7136 USD
ORD Purchase 145,893 1,697.0727 ZAR 1,697.0727 ZAR
ORD Sale 116,050 113.5632 EUR 112.95 EUR
ORD Sale 116,551 125.7136 USD 125.7136 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 42 113.4977 EUR
ORD SWAP Long 184 113.0830 EUR
ORD CFD Long 331 113.3084 EUR
ORD SWAP Long 343 113.3682 EUR
ORD SWAP Long 412 113.0941 EUR
ORD SWAP Long 1,892 113.3856 EUR
ORD CFD Long 2,000 1,702.7948 ZAR
ORD SWAP Long 4,141 113.3963 EUR
ORD CFD Long 4,846 113.5632 EUR
ORD SWAP Long 5,490 113.4148 EUR
ORD CFD Long 6,290 1,696.5191 ZAR
ORD CFD Long 6,469 113.1511 EUR
ORD CFD Long 6,875 113.4529 EUR
ORD SWAP Short 83 113.1113 EUR
ORD SWAP Short 262 113.4643 EUR
ORD SWAP Short 298 113.2488 EUR
ORD SWAP Short 343 113.0336 EUR
ORD SWAP Short 687 113.0009 EUR
ORD SWAP Short 1,404 112.9007 EUR
ORD SWAP Short 2,670 113.2923 EUR
ORD SWAP Short 3,180 112.9683 EUR
ORD SWAP Short 3,524 112.9642 EUR
ORD CFD Short 15,649 1,701.1095 ZAR
ORD SWAP Expires 18/09/2017 Short 300 126.1700 USD

(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?   YES
Date of disclosure: 7 Sep 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 [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.

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

Identity of the person whose positions/dealings   BARCLAYS CAPITAL SECURITIES LTD
are being disclosed:  
Name of offeror/offeree in relation to whose ANHEUSER-BUSCH INBEV SA/NV
relevant securities this from relates:  

2. STOCK-SETTLED DERIVATIVES (INCLUDING OPTIONS)

Class   Product   Writing,   Number   Exercise   Type   Expiry
of description purchasing, of price date
relevant selling, securities per unit
security varying etc to which
option
      relates      
ORD Put Options Written 25,000 100.0000 American 16 Jun 2017

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.