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Mon 21 Feb 2005, 9:14 SABMiller Plc - Conversion Of Convertible Particip
SABMiller Plc - Conversion Of Convertible Participating Shares                  
JSEALPHA CODE: SAB                                                              
ISSUER CODE: SOSAB                                                              
ISIN CODE: GB0004835483                                                         
SABMiller plc                                                                   
Conversion of Convertible Participating Shares                                  
21 February 2005:                                                               
SABMiller plc (`SABMiller`) announces that the Board of Directors of SABMiller  
determined at its meeting on 18 February 2005, pursuant to a request from Altria
Group, Inc. (`Altria`) to convert 27,640,206 low-voting convertible             
participating shares held by Altria into the same number of ordinary shares of  
US$0.10 each in SABMiller.                                                      
On 9th December 2004 SABMiller exercised its right to call for the redemption of
its US$600m 4.25% convertible bonds and, following the exercise by bondholders  
of their conversion rights, all bonds were converted into SABMiller ordinary    
shares, resulting in the issue of 69,057,717 new shares. This, combined with the
issuance of shares relating to share options, diluted Altria`s voting interest  
to 23.28%.                                                                      
In accordance with its rights under the Relationship Agreement between SABMiller
and Altria, Altria has elected to request SABMiller to convert sufficient low   
voting convertible participating shares into ordinary shares to reinstate its   
voting interest to 24.99%.                                                      
An application for the new shares to be admitted to listing on the Official List
and to trading on the London Stock Exchange will be made today.  The resulting  
ordinary shares will be registered in the name of Altria.                       
Following the conversion, Altria holds 262,588,976 ordinary shares and          
167,411,024 convertible participating shares in SABMiller, which together give  
Altria an aggregate voting interest of 24.99% in SABMiller. A separate formal   
notice relating to Altria`s notifiable interest will be issued by SABMiller.
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