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: 
(c)   Name of the party to the          ANHEUSER-BUSCH INBEV SA/NV 
      offer with which exempt 
      principal trader is connected 
(d)   Date position held/dealing        26 November 2015 
      undertaken: 
(e)   In addition to the                YES: 
      company in 1(b) 
      above, is the exempt principal 
      trader making disclosures         SABMILLER PLC 
      in respect 
      of any other party to the offer? 
 
 

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                   ORD 
security: 
                                    Interests         Short Positions 
                                    Number     (%)    Number     (%) 
(1)                 Relevant 
                    securities 
                    owned 
                    and/or          7,769,079  0.48%  6,925,548  0.43% 
                    controlled: 
(2)                 Cash-settled 
                    derivatives: 
                                    953,292    0.06%  215,444    0.01% 
(3)                 Stock-settled 
                    derivatives 
                    (including 
                    options) 
                    and agreements  370,331    0.02%  273,331    0.02% 
                    to 
                    purchase/DEALING: 
                    TOTAL:          9,092,702  0.57%  7,414,323  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       57,043           123.9000 EUR   122.7 EUR 
ORD        Sale           222,388          123.9000 EUR   122.35 EUR 
 
 

(b) Cash-settled derivative transactions

 
Class of   Product      Nature of dealing  Number of   Price per 
relevant   description                     reference   unit 
security                                   securities 
ORD        SWAP         Long               115         123.2966 EUR 
ORD        SWAP         Long               276         122.9610 EUR 
ORD        SWAP         Long               784         123.3529 EUR 
ORD        SWAP         Long               1,400       122.6731 EUR 
ORD        CFD          Long               6,974       123.0350 EUR 
ORD        SWAP         Long               54,500      123.2500 EUR 
ORD        SWAP         Long               54,861      123.2922 EUR 
ORD        CFD          Long               62,346      123.0338 EUR 
ORD        SWAP         Short              5           122.9680 EUR 
ORD        SWAP         Short              30          122.9673 EUR 
ORD        SWAP         Short              43          122.3511 EUR 
ORD        SWAP         Short              60          122.9671 EUR 
ORD        SWAP         Short              141         122.7705 EUR 
ORD        CFD          Short              211         122.0671 EUR 
ORD        SWAP         Short              317         122.8272 EUR 
ORD        SWAP         Short              1,082       122.8490 EUR 
ORD        SWAP         Short              1,464       123.0504 EUR 
ORD        SWAP         Short              3,934       122.8036 EUR 
ORD        SWAP         Short              8,600       123.2500 EUR 
 
 

(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:                                   27 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

 
Identity of the person whose             BARCLAYS CAPITAL SECURITIES LTD 
positions/dealings 
are being disclosed: 
Name of offeror/offeree                  ANHEUSER-BUSCH INBEV 
in relation to whose 
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        Call         Written      -25,000     110.0000  American  18 Mar 2016 
           Options 
ORD        Put          Written      25,000      96.0000   American  18 Mar 2016 
           Options 
ORD        Call         Purchased    6,606       120.0000  European  18 Dec 2015 
           Options 
ORD        Put          Purchased    -103,000    86.0900   American  18 Dec 2015 
           Options 
ORD        Put          Purchased    -11,493     110.0000  European  18 Dec 2015 
           Options 
ORD        Call         Written      -6,606      120.0000  European  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 
ORD        Put          Written      25,000      100.0000  American  18 Dec 2015 
           Options 
ORD        Call         Purchased    150,000     110.0000  American  18 Dec 2015 
           Options 
ORD        Put          Written      150,000     94.0000   American  18 Dec 2015 
           Options 
ORD        Put          Purchased    -50,000     90.0000   American  18 Dec 2015 
           Options 

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