10 July 2002
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE
UNITED STATES, CANADA, AUSTRALIA OR JAPAN
London and Johannesburg 10 July 2002. At the EGM on 1 July 2002, shareholders
authorised the directors of SABMiller plc (SABMiller) (the Directors) to issue
up to a maximum of 170 million shares for a non-pre-emptive equity placing. In
accordance with this authority, SABMiller is undertaking an equity offering to
institutional investors of approximately 120 million ordinary shares (the
Placing), excluding a managers' option of up to 15 per cent. of the Placing.
The Placing may include, at SABMiller's discretion, both new ordinary shares to
be issued by SABMiller and non-voting convertible shares to be sold by Safari
Limited (Safari), which will automatically convert into ordinary shares upon
sale (together the Placing Shares).
J.P. Morgan Securities Ltd. (JPMorgan) is acting as the global co-ordinator and
JPMorgan and Cazenove & Co. Ltd (Cazenove) are acting as joint lead managers and
joint bookrunners (the Joint Bookrunners) of the Placing.
The Placing comprises an offer in the United States to 'qualified institutional
buyers' as defined in, and in reliance on, Rule 144A under the U.S. Securities
Act of 1933 (the Securities Act) or pursuant to another available exemption from
the registration requirements thereunder and outside the United States to
certain institutional investors in reliance upon Regulation S under the
The sale of Placing Shares will take place at a price established through a
bookbuilding process (the Placing Price) to be carried out by the Joint
Bookrunners as agents for SABMiller. Details of the number of Placing Shares
and Placing Price are expected to be determined and announced as soon as
practicable after the bookbuilding process closes (which is expected to be on or
before 11 July 2002).
Qualifying shareholders, being shareholders on the register at 5 July 2002 which
duly evidence their holdings and are institutions in jurisdictions to which the
offer or sale of Placing Shares is not restricted by law, will be entitled to
receive a greater allocation of Placing Shares than they would otherwise have
Philip Morris Companies Inc. (Philip Morris) has agreed not to participate in
the Placing. However, Philip Morris has the right to maintain a 24.99 per cent.
voting interest in SABMiller. To the extent that this interest is diluted by
the Placing, Philip Morris has the right to require SABMiller to convert
low-voting participating shares into ordinary shares so as to maintain Philip
Morris' 24.99 per cent. voting interest.
The Placing will be conducted in accordance with the terms and conditions set
out in the pathfinder listing particulars published today by SABMiller (the
Pathfinder). Copies of the Pathfinder are available, to relevant persons only,
on request to the Joint Bookrunners. Your attention is drawn to the Appendix to
this announcement containing further information on the Placing. Relevant
persons are persons who are able to give the representations to be given by
placees, as set out in the Appendix.
The Placing Shares will be credited as fully paid and will rank pari passu in
all respects with the existing ordinary shares of US$0.10 each in the capital of
SABMiller including the right to receive all dividends and other distributions
declared, made or paid after the date of issue, other than the final dividend
for the year ended 31 March 2002 of US18.5 cents to be paid on 6 August 2002.
Application will be made for the Placing Shares to be admitted to the Official
List of the United Kingdom Listing Authority and to trading on the London Stock
Exchange's market for listed securities, and to a secondary listing on the JSE
Securities Exchange South Africa (JSE) (Admission). Admission is expected to
take place, and dealings on the London Stock Exchange and the JSE are expected
to commence no later than 17 July 2002.
In connection with the Placing, SABMiller has granted an option in respect of up
to 15 per cent. of the Placing. This option is exercisable by JPMorgan with the
agreement of Cazenove, on behalf of the syndicate managers (Managers), upon
notice being received by SABMiller no later than 16 August 2002.
JPMorgan may, on behalf of the Managers, over-allot or effect transactions which
support the market price of the SABMiller ordinary shares at a level higher than
that which might otherwise prevail in the open market. Such stabilising, if
commenced, may be discontinued at any time and, in any event, will be brought to
an end after a limited period.
Use of Proceeds
The Placing is intended to maintain SABMiller's financial flexibility. As the
global beer industry continues to consolidate rapidly, this flexibility is
important to allow SABMiller to maximise shareholder value through its strategy,
which includes seeking opportunities to enhance its position as a global brewer.
Miller Brewing Company (Miller) Current Trading
The trading conditions at Miller since 31 March 2002 are broadly in line with
expectations, and the Directors expect that Miller's financial performance in
the second quarter of 2002 will be in line with that of the comparable period in
2001. Although the first two months of trading since 31 March 2002 were
characterised by disappointing sales volumes due to cooler springtime weather
conditions experienced in parts of the United States, particularly the Midwest
and Northeast, these declines were offset by the continuation from the first
quarter of 2002 of better pricing trends, as well as lower raw material costs
and higher contract brewing volumes during the period. Consequently, the
Directors do not believe that there are any material changes in the performance
of Miller's business which would lead to a change in the view of the expected
financial performance of Miller during the current financial year.
Issued share capital prior to the Placing
Following the completion of the transaction regarding Miller announced yesterday
(the Transaction), SABMiller has issued 430,000,000 new ordinary shares
(consisting of 234,948,770 listed ordinary shares and 195,051,230 unlisted
low-voting participating shares) to Philip Morris, with an implied value of
US$3,438 million, based on the average of the closing share prices in London on
8 and 9 July 2002 (the day on and prior to the Transaction completing) of 521
pence (US$1.5348 = £1.00 at London market close, 8 July 2002).
The implied enterprise value of the Transaction in total to be used for
accounting purposes, including US$2,000 million existing net debt in Miller, is
As a result of the Transaction, SABMiller has 998,717,737 ordinary voting shares
in issue, which represents an approximate increase in the ordinary share
register of 20 per cent. (excluding 77,368,338 million unlisted non-voting
convertible shares held by Safari and the 195,051,230 unlisted low-voting
participating shares noted above).
For further information on the Placing, please contact:
Graham Mackay SABMiller +44 (0)20 7659 0100
Ian Hannam JPMorgan +44 (0)20 7325 1000
David Mayhew Cazenove +44 (0)20 7588 2828
Appendix: Further information on the Placing
The Placing is to be conducted by JPMorgan and Cazenove, each acting as agents
The bookbuilding process is expected to close on or before 11 July 2002, but may
be closed later at the sole discretion of the Joint Bookrunners. The acceptance
of bids, in whole or in part, is at the Joint Bookrunners' absolute discretion.
The Joint Bookrunners may, at their joint discretion, choose to accept bids
received after the bookbuilding has closed. Each of the Managers is entitled to
submit bids as principal in the bookbuilding.
Each placee's bid should state the number of Placing Shares or monetary value
for which it wishes to subscribe at either the Placing Price or at a price or
prices up to a price limit specified in the bid.
A bid in the bookbuilding will be legally binding on the placee on whose behalf
it is made (to the extent that it is not varied or revoked prior to the close of
the bookbuilding) and will not be capable of variation or termination or
revocation in any circumstances after the close of the bookbuilding. The Placing
will be conditional upon the satisfaction of certain conditions to be contained
in a placing agreement to be entered into between SABMiller and the Joint
Bookrunners, including Admission, which is expected to take place no later than
17 July 2002.
For additional information concerning the Placing, the terms of the placing
agreement and other relevant documents, South African Breweries plc, Miller and
SABMiller, please refer to the Pathfinder.
Placees' commitments to acquire the Placing Shares will be subject to the
placing agreement becoming unconditional in all respects.
Confirmation of an allocation, either orally or in writing, of Placing Shares to
a placee will constitute the agreement of such placee (subject to the conditions
referred to above) to purchase or subscribe at the Placing Price for the number
of Placing Shares allocated at the discretion of the Joint Bookrunners and a
representation by such placee;
(i) that it is outside the United States and is not a US person
(as defined in Regulation S under the Securities Act) or is a 'qualified
institutional buyer' (within the meaning of Rule 144A under the Securities Act);
(ii) that it is a person whose ordinary activities involve
acquiring, holding, managing or disposing of investments (as principal or agent)
for the purposes of its business if it is in the United Kingdom; and
(iii) that its purchase of such Placing Shares is not being made in
contravention of the securities laws of any jurisdiction to which it is subject.
Settlement for the Placing Shares is expected to occur, through CREST, three
London business days after confirmation of the price is announced and allocation
is confirmed to placees. Placee payments will be payable in pound sterling or US
Any Placing Shares allocated under the Placing will be acquired on the basis
that the placee has not relied (i) on any information, representation and/or
warranties from the Managers or (ii) on any information, representation and/or
warranties from SABMiller save for the information contained in the listing
particulars in their final form approved by the UK Listing Authority (Listing
SABMiller will procure that South African Breweries International (Finance) BV
(SABIFin) will bear any stamp duty or stamp duty reserve tax payable on the
transfer or sale of the Placing Shares to placees.
Settlement of subscriptions for Placing Shares will only be free of United
Kingdom stamp duty and stamp duty reserve tax (SDRT) in respect of the Placing
Shares that are not acquired in connection with arrangements to issue depository
receipts or to transfer new ordinary shares into a clearance service and on the
basis that subscribers of new ordinary shares are not, and are not acting as
nominee or agent for, a person (or its nominee) who is or may be liable for
United Kingdom stamp duty or SDRT under Section 67, 70, 93 or 96 of the Finance
Act 1986. If all such requirements are not satisfied, or the settlement relates
to other dealings in new ordinary shares, United Kingdom stamp duty or SDRT may
be payable for which neither SABMiller, the Managers (nor, for the avoidance of
doubt SABIFin or Safari), will be responsible.
The making of an offer in, or to residents or citizens of, certain jurisdictions
(Foreign Shareholders) may be restricted by laws of the relevant jurisdictions.
Foreign Shareholders should inform themselves about and observe any such
applicable legal requirements in their respective jurisdictions.
This announcement does not constitute an offer to sell or issue, or constitute
the solicitation of an offer, in any jurisdiction in which such offer is
This announcement is for information purposes only and does not constitute an
offer or an invitation to underwrite, subscribe for or otherwise acquire or
dispose of any securities, or investment advice. Past performance is not a
guide to the future performance of SABMiller and persons needing advice should
consult an independent financial adviser.
The Placing Shares will be issued, in the UK, only to persons of a kind
described in Articles 19 and 49 of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2001 (all such persons being referred to as
'relevant persons'). This document must not be acted on or relied on by persons
who are not relevant persons.
This announcement is not an offer of securities for sale in the United States
and does not constitute an offer to sell or issue or the solicitation of an
offer to buy or acquire ordinary shares in the capital of SABMiller in the
United States or any jurisdiction in which such an offer or solicitation is
unlawful. The information contained herein is not for publication or
distribution to persons in the United States. The Placing Shares have not been
and will not be registered under the Securities Act and may not be offered or
sold in the United States unless they are registered with the U.S. Securities
and Exchange Commission or an exemption from the registration requirements of
the Securities Act is available. Any offering of securities to be made in the
United States will be made by means of final listing particulars (Listing
Particulars) which will be published in due course by and obtainable from
SABMiller and will contain detailed information about SABMiller and SABMiller
management, as well as financial statements. There will be no public offering
of the Placing Shares in the United States.
The Placing Shares will not be offered, sold, transferred or delivered in The
Netherlands as part of their initial distribution or at any time thereafter,
directly or indirectly other than to persons or entities who trade or invest in
securities in the conduct of their profession or business (which includes banks,
securities firms, investment institutions, intermediaries (including dealers and
brokers), insurance companies, pension funds, other institutional investors and
commercial enterprises which as an ancillary activity regularly invest in
securities), within the meaning of Section 2 of the 1995 Act on the Supervision
of the Securities Trade Exemption Regulation (Vrijstellingsregeling Wet toezicht
This announcement includes 'forward-looking statements'. All statements other
than statements of historical facts included in this announcement, including,
without limitation, those regarding SABMiller's financial position, business
strategy, plans and objectives of management for future operations (including
development plans and objectives relating to SABMiller's products and services
and statements concerning the markets and economies within which SABMiller
operates), are forward-looking statements. Such forward-looking statements
involve known and unknown risks, uncertainties and other important factors that
could cause the actual results, performance or achievements of SABMiller or
those markets and economies to be materially different from future results,
performance or achievements expressed or implied by such forward-looking
statements. Such forward-looking statements are based on numerous assumptions
regarding SABMiller's present and future business strategies and the environment
in which SABMiller will operate in the future. These forward-looking statements
speak only as at the date of this announcement. SABMiller expressly disclaims
any obligation or undertaking to disseminate any updates or revisions to any
forward-looking statements contained herein to reflect any change in SABMiller's
expectations with regard thereto or any change in events, conditions or
circumstances on which any such statement is based.
This announcement has been issued by SABMiller and is the sole responsibility of
SABMiller. JPMorgan and Cazenove are acting exclusively for SABMiller and no one
else in connection with the Placing and will not be responsible to anyone other
than SABMiller for providing the protections afforded to clients of JPMorgan and
Cazenove nor for providing any advice in relation to the Placing or any other
matters referred to in this press announcement.
This information is provided by RNS
The company news service from the London Stock Exchange