Source - BUS

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

BARCLAYS PLC

FORM 8.5 (EPT/NON-RI)

Amendment to 2(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: 12 September 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: 9,754,548 0.61% 9,770,575 0.61%
           
(2) Cash-settled derivatives:
4,993,397 0.31% 4,190,593 0.26%
           
(3) Stock-settled derivatives (including options)
and agreements to purchase/sell: 25,000 0.00% 0 0.00%
           
(4)
TOTAL: 14,772,945 0.92% 13,961,168 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 426,502 110.5000 EUR 108.75 EUR
ORD Purchase 382,515 123.8504 USD 123.1834 USD
ORD Purchase 382,515 1,786.7154 ZAR 1,786.7154 ZAR
ORD Sale 349,260 110.5000 EUR 108.75 EUR
ORD Sale 516,260 123.8504 USD 123.1834 USD

(b) Cash-settled derivative transactions

Class of   Product   Nature of dealing   Number of   Price per
relevant description reference unit
security     securities  
ORD CFD Long 100 1,786.8317 ZAR
ORD CFD Long 701 109.4066 EUR
ORD CFD Long 358 1,783.7300 ZAR
ORD CFD Long 1,220 110.3500 EUR
ORD CFD Long 1,328 109.4065 EUR
ORD SWAP Long 2,402 109.6173 EUR
ORD CFD Long 3,300 110.3345 EUR
ORD CFD Long 5,181 109.0510 EUR
ORD CFD Long 7,676 1,784.0798 ZAR
ORD SWAP Long 8,597 109.3321 EUR
ORD CFD Long 8,744 109.8511 EUR
ORD CFD Long 9,739 109.5674 EUR
ORD SWAP Short 58 109.6686 EUR
ORD SWAP Short 100 109.2663 EUR
ORD CFD Short 219 1,765.1715 ZAR
ORD CFD Short 1,583 1,771.2183 ZAR
ORD SWAP Short 2,399 109.0753 EUR
ORD SWAP Short 2,939 110.3665 EUR
ORD SWAP Short 13,406 110.2450 EUR
ORD SWAP Short 38,398 109.1662 EUR

(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: 26 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.

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.

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