TIDMBARC 
 
 

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                ANHEUSER-BUSCH INBEV SA/NV 
in relation to whose 
relevant securities  this form relates: 
Use a separate form for 
each offeror/offeree 
(c) Name of the party to                   ANHEUSER-BUSCH INBEV SA/NV 
the offer with which 
exempt principal  trader is connected: 
(d) Date position held/dealing             25 Nov 2015 
undertaken: 
For an opening position disclosure, 
state the latest 
practicable  date prior 
to the disclosure 
(e) In addition to the                     YES 
company in 1(b) above,                     SABMILLER PLC 
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" 
 
 

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                    ORD 
relevant 
security: 
                            Interests         Short Positions 
                            Number     (%)    Number           (%) 
(1)         Relevant 
            securities 
            owned 
            and/or          7,821,792  0.49%  6,811,398        0.42% 
            controlled: 
(2)         Cash-settled 
            derivatives: 
                            841,605    0.05%  269,126          0.02% 
(3)         Stock-settled 
            derivatives 
            (including 
            options) 
            and agreements  370,331    0.02%  273,331          0.02% 
            to 
            purchase/DEALING: 
(4) 
            TOTAL:          9,033,728  0.56%  7,353,855        0.46% 
 
 
 

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   Purchase/DEALING  Total number of    Highest price  Lowest price 
relevant                                     per unit       per unit 
security                  securities         paid/received  paid/received 
ORD        Purchase       135,345            123.0750 EUR   120.225 EUR 
ORD        Purchase       97,955             129.0377 USD   129.0377 USD 
ORD        Sale           248,238            123.0750 EUR   120.225 EUR 
ORD        Sale           248,238            129.0377 USD   129.0377 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               31             122.3235 EUR 
ORD        SWAP           Long               48             122.2487 EUR 
ORD        SWAP           Long               122            121.2318 EUR 
ORD        SWAP           Long               368            122.2226 EUR 
ORD        CFD            Long               1,076          122.3398 EUR 
ORD        SWAP           Long               2,231          121.9074 EUR 
ORD        CFD            Long               6,349          122.1888 EUR 
ORD        CFD            Long               6,974          122.0392 EUR 
ORD        CFD            Long               11,714         121.6829 EUR 
ORD        SWAP           Long               22,152         122.3449 EUR 
ORD        SWAP           Long               50,770         122.1876 EUR 
ORD        SWAP           Short              13             122.0169 EUR 
ORD        SWAP           Short              55             122.0683 EUR 
ORD        SWAP           Short              188            122.0170 EUR 
ORD        SWAP           Short              222            122.2549 EUR 
ORD        CFD            Short              281            122.5091 EUR 
ORD        SWAP           Short              1,008          121.8463 EUR 
ORD        SWAP           Short              1,390          122.0054 EUR 
ORD        SWAP           Short              2,671          122.0137 EUR 
ORD        SWAP           Short              4,741          121.5862 EUR 
ORD        SWAP Expires   Long               1,027,749      127.9300 USD 
           02/01/2017 
 
 
 

(c) Stock-settled derivative transactions (including options)

 

(i) Writing, selling, purchasing or varying

 
Class of   Product      Writing,     Number      Exercise  Type       Expiry date  Option 
relevant   description  purchasing,  of          price     e.g.                    money 
security   e.g.         selling,     securities  per unit  American,               paid/ 
           call         varying      to                    European                received 
           option       etc.         which                 etc.                    per 
                                     option                                        unit 
                                     relates 
 
 

(ii) Exercise

 
Class of relevant   Product      Exercising/  Number         Exercise price 
security            description  exercised    of securities  per unit 
                    e.g. call    against 
                    option 
 
 

(d) Other dealings (including subscribing for new securities)

 
Class of relevant   Nature of dealing   Details  Price per unit (if 
security            e.g. subscription,           applicable) 
                    conversion 
 
 

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" 
 
 

(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" 
 
 

(c) Attachments

 
Is a Supplemental Form 8 (Open Positions) attached?   YES 
 
 
Date of disclosure:   26 Nov 2015 
Contact name:         Jay Supaya 
Telephone number:     020 7773 0635 
 
 

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:   BARCLAYS CAPITAL SECURITIES LTD 
Name of offeror/offeree in               ANHEUSER-BUSCH INBEV 
relation to whose relevant 
securities the  disclosure 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        Call         Written      -25,000     110.0000  American  18 Mar 2016 
           Options 
ORD        Call         Purchased    6,606       120.0000  European  18 Dec 2015 
           Options 
ORD        Put          Written      25,000      96.0000   American  18 Mar 2016 
           Options 
ORD        Call         Written      -6,606      120.0000  European  18 Dec 2015 
           Options 
ORD        Put          Purchased    -11,493     110.0000  European  18 Dec 2015 
           Options 
ORD        Put          Purchased    -103,000    86.0900   American  18 Dec 2015 
           Options 
ORD        Put          Written      11,493      110.0000  European  18 Dec 2015 
           Options 
ORD        Call         Purchased    2,232       110.0000  European  18 Dec 2015 
           Options 

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