this offer for existing shareholders only?
I have shares and received the options this morning;
Dear Shareholder,
SabMiller Plc (SAB)
Scheme of Arrangement with Option
Further to our previous notification we advise of the revised response deadline.
The Boards of Anheuser-Busch InBev SA/NV (AB InBev) and SABMiller plc (SABMiller) have reached agreement on the terms of a recommended acquisition of the entire issued and to be issued share capital of SABMiller by AB InBev.
In terms of the acquisition, Newco (a Belgian company to be formed for the purposes of the Transaction) will acquire all SABMiller shares. AB InBev will also merge into Newco so that, following completion of the acquisition, Newco will be the new holding company for the Combined Group.
In terms of the scheme, Scheme participants may elect to receive a Cash Consideration or a Partial Share Alternative in exchange for their SABMiller shares. SABMiller Shareholders will only be able to elect for the Partial Share Alternative in relation to their entire holding of SABMiller. Please note that no part elections will be permitted. Upon implementation of the scheme, the listing of SABMiller on the JSE will be terminated. The proposed scheme is subject to shareholder approval at a meeting to be held on 28th September 2016 and the obtaining of other required regulatory approvals.
Shareholders in any jurisdiction other than the United Kingdom maybe restricted by law and therefore any person(s) who are subject to such laws should observe such laws. The offer is not being made directly or indirectly to shareholders in any jurisdiction where it will be illegal to make the offer. The restrictions must be applied at beneficial owner level. It is therefore the beneficial owner's obligation to ensure that participation in the offer will not transgress of the laws of their jurisdiction. Therefore, should we receive an instruction to accept the offer, it will be deemed that the beneficial owner is entitled to participate in the offer. SABMiller shareholders should ascertain whether acquiring or holding the unlisted shares is affected by the laws of the relevant jurisdiction in which they reside.
Option 1 – Cash
Offer Consideration
GBP 45.00 paid in ZAR
Option 2 – (Partial Share Alternative)
Offer Consideration
GBP4.6588 in cash and 0.483969 SabMiller unlisted shares (Newco) in exchange for every SabMiller shares tendered.
Share Code (Newco unlisted)
UNWC
The unlisted shares will not be admitted to trading on any stock exchange. The unlisted shares will be convertible at the election of the holder into New Ordinary Shares on a one-for-one basis with effect from the fifth anniversary of Completion.
Shareholders electing the Partial Share Alternative will have their entitlement to Restricted Shares rounded down to the nearest whole number of shares. Fractions of Restricted Shares will not be issued and no cash in lieu of fractions will be paid. In the event that the Partial Share Alternative cannot be satisfied in full, they will be scaled back pro rata to the size of such elections and the balance of the consideration due to SABMiller shareholders who have made such elections will be satisfied in cash.
Default - Option 1 (Cash)
Important Dates
Last Day to Trade
29th September 2016
Ex Date
30th September 2016
Record Date
04th October 2016
Response Deadline
05th October 2016 (15H00 SA Time)
Payment Date
11th October 2016
The above salient dates are subject to change.
Please note that should the scheme become operative, the existing ISIN will cease to be good for trade on the JSE from close of business on the 29th September 2016.
Kindly be advised that we will require specific written or telephonic instructions electing one of the abovementioned options by the 05th October 2016 (15H00 SA Time).
*This can be done by replying to this e-mail or by calling 087 335 8106*
In the event that no instructions are received, the default, will be applied i.e. Option 1 (Cash)
NB. When responding kindly quote the last 5 digits of your Share Investing account number.
Instructions may be withdrawn or amended up to our response deadline.
Should you require further assistance or clarification please do not hesitate to contact me.
Kind regards,
Matheko Koetepe | Corporate Actions Specialist | Share Investing | Platinum & Wealth
6th Floor, 2 First Place, BankCity, Johannesburg | Tel: (087) 5742 737 | Fax: (011) 3520143
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