| Wed 10 Jul 2002, 0:00 | | SABMILLER PLC - EQUITY PLACING |
|
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO
THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN
SABMILLER PLC
EQUITY PLACING
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 Securities Act.
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 received.
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 = GBP1.00 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 US$5,438 million.
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
Malcolm Wyman
Nick Chaloner
Ian Hannam JPMorgan +44 (0)20 7325
1000
Adam Brett
David Mayhew Cazenove +44 (0)20 7588
2828
Roger Lambert
Appendix: Further information on the Placing
The Placing is to be conducted by JPMorgan and Cazenove, each acting as
agents of SABMiller.
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;
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);
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
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 dollars.
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 Particulars).
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 unlawful.
Legal Disclaimers
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 effectenverkeer
1995).
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.
Date: 10/07/2002 08:39:11 AM Produced by the JSE SENS Department
