9,000,000,000 ordinary shares of 10.0 US cents each
(2002: 2,000,000,000)
900,000
200,000
1,000,000,000 convertible participating shares
of
10.0 US cents each (2002: nil)
100,000
–
77,368,338 non-voting convertible shares of 10.0
US cents each (2002: nil)
7,737
–
50,000 deferred shares of £1.00 each (2002:
50,000)
80
80
Called up, allotted and fully paid share capital
998,802,609 ordinary shares of 10.0 US cents each
(2002: 840,888,305)
99,880
84,089
195,051,230 convertible participating shares
of
10.0 US cents each (2002: nil)
19,505
–
77,368,338 non-voting convertible shares of 10.0
US cents
each (2002: nil)
7,737
–
50,000 deferred shares of £1.00 each (2002:
50,000)
80
80
Convertible
Non-voting
Ordinary
participating
convertible
shares
shares
shares
Deferred
of 10.0
of 10.0
of 10.0
shares
US cents
US cents
US cents
of £1.00
Nominal
each
each
each
each
value
'000
'000
'000
'000
US$000
At 31 March 2001
774,999
–
–
50
77,580
Issue of shares
65,889
–
–
–
6,589
At 31 March 2002
840,888
–
–
50
84,169
Conversion of ordinary share capital
(77,368)
–
77,368
–
–
Issue of shares
235,283
195,051
–
–
43,033
At 31 March 2003
998,803
195,051
77,368
50
127,202
On 1 July 2002 the company increased its authorised share capital
to US$1,007,736,833 divided into
9,000,000,000 ordinary shares, 1,000,000,000 convertible participating
shares and 77,368,338 non-voting
convertible shares, each of 10.0 US cents, and £50,000 divided
into 50,000 deferred shares of £1.00 each
(2002: 2,000,000,000 ordinary shares of 10.0 US cents and 50,000 deferred
shares of £1.00 each).
Upon the acquisition of Miller Brewing Company, on 9 July 2002, the
company issued a total of
430,000,000 shares to Altria Group, Inc. (Altria) (formerly Philip
Morris Companies Inc.), which comprised
234,948,770 ordinary shares and 195,051,230 convertible participating
shares, the nominal value of which
was US$43,000,000. Altria has agreed to a standstill period until
31 December 2004 and a lock-up period
(in which it will not be able to sell its shares, other than in specific
circumstances) until 30 June 2005.
In terms of the SABMiller share purchase, option and award schemes,
a total of 333,872 new ordinary
shares were allotted and issued during the year. On 9 July 2002 the
77,368,338 ordinary shares of 10.0 US cents held by Safari
Ltd were converted to non-voting convertible shares of 10.0 US cents
each.
The convertible participating shares and non-voting convertible shares
rank pari passu with the ordinary
shares in all respects and no action shall be taken by the company
in relation to ordinary shares unless the
same action is taken in respect of the convertible participating shares
and the non-voting convertible
shares. On distribution of the profits (whether by cash dividend,
dividend in specie, scrip dividend,
capitalisation issue or otherwise), the convertible participating
shares and non-voting convertible shares
each rank pari passu with the ordinary shares. On the return
of capital (whether winding-up or otherwise)
the convertible participating shares and the non-voting convertible
shares each rank pari passu with the
ordinary shares.
Altria shall be entitled to vote its convertible participating shares
at general meetings of SABMiller on a poll
on the basis of one-tenth of a vote for every convertible participating
share on all resolutions other than a
resolution:
i)
proposed by any person other than Altria, to wind
up SABMiller;
ii)
proposed by any person other than Altria, to appoint an administrator
or to approve any arrangement with SABMiller's creditors;
iii)
proposed by the Board, to sell all or substantially all of
the undertaking of SABMiller; or
iv)
proposed by any person other than Altria, to
alter any of the class rights attaching to the convertible
participating shares or to approve the creation of any new class
of shares, in which case Altria shall be
entitled on a poll to vote on the resolution on the basis of
one vote for each convertible participating share, but, for
the purposes of any resolution other than a resolution mentioned
in (iv) above, the convertible participating shares shall be
treated as being of the same class as the ordinary shares and
no separate meeting or resolution of the holders of the convertible
participating shares shall be required to be convened or passed.
Safari shall not be entitled to vote
its non-voting convertible shares on any resolution other than
a resolution to alter any of the class rights attaching to the
non-voting convertible shares, in which case Safari shall be
entitled to vote on the resolution on the basis of one vote
for each non-voting convertible share.
Upon a transfer of convertible participating shares by Altria
other than to an affiliate, such convertible
participating shares shall convert into ordinary shares.
Altria shall be entitled to require SABMiller to convert its
convertible participating shares into ordinary
shares where the Board has consented to the conversion.
Altria shall be entitled to require SABMiller to convert its
convertible participating shares into ordinary
shares, so long as such conversion does not result in Altria's
voting rights in SABMiller, expressed as a
percentage of the total voting rights in SABMiller, calculated
(in the case of the convertible participating
shares) on the basis of one-tenth of a vote for every convertible
participating share, being more than
24.99% of the total voting shareholding.
Altria shall be entitled to require
SABMiller to convert its convertible participating shares into
ordinary
shares if:
i)
a third party has made a takeover offer for SABMiller and
(if such offer becomes or is declared unconditional in all respects)
it would result in the voting shareholding of the third party
being more than
30% of the total voting shareholding; and
ii)
Altria has communicated to SABMiller in writing its intention
not itself to make an offer competing with
such third party offer, provided that the conversion date shall
be no earlier than the date on which the third party's offer
becomes or is declared unconditional in all respects.
Altria shall be entitled to require
SABMiller to convert its convertible participating shares into
ordinary
shares if the voting shareholding of a third party should be
more than 24.99%, provided that:
i)
the number of ordinary shares held by Altria following such
conversion shall be limited to one ordinary
share more than the number of ordinary shares held by the third
party; and
ii)
such conversion shall at no time result in Altria's voting
shareholding being equal to or greater than the
voting shareholding which would require Altria to make a mandatory
offer in terms of rule 9 of the City Code.
If, on or after 31 December 2004,
Altria wishes to acquire additional ordinary shares (other than
pursuant to a pre-emptive issue of new ordinary shares or with
the prior approval of the Board), Altria shall first convert
into ordinary shares the lesser of:
i)
such number of convertible participating shares as would result
in Altria's voting shareholding being such
percentage as would, in the event of Altria subsequently acquiring
one additional ordinary share, require
Altria to make a mandatory offer in terms of rule 9 of the City
Code; and
ii)
all of its remaining convertible participating shares.
Altria shall be entitled to require
SABMiller to convert its ordinary shares into convertible participating
shares so as to ensure that Altria's voting shareholding does
not exceed 24.99% of the total voting
shareholding.
SABMiller shall use its best endeavours to procure that the
ordinary shares arising on conversion of the convertible participating
shares and the non-voting convertible shares are admitted to
the Official List and to trading on the London Stock Exchange's
market for listed securities, admitted to listing and trading
on the JSE Securities Exchange South Africa, and admitted to
listing and trading on any other stock exchange upon which the
ordinary shares are from time to time listed and traded, but
no admission to listing or trading shall be sought for the convertible
participating shares or the non-voting convertible shares whilst
they remain convertible participating shares or non-voting convertible
shares (as the case may be).
The non-voting convertible shares are convertible into ordinary
shares on a transfer to a third party unconnected with SABMiller,
or Altria or any of their affiliates or any person deemed to
be acting in concert with SABMiller or Altria.
The deferred shares do not carry any voting rights and do not
entitle holders thereof to receive any dividends or other distributions.
The following options had been granted over SABMiller plc ordinary
shares pursuant to the SABMiller plc Executive Share Purchase
Scheme (South Africa)and had not been exercised as at 31 March
2003:
Exercise price
Exercise
period
Date
of grant
South Africa scheme
Ordinary
shares
ZAR
Earliest date
Latest date
24 May 1993
40,000
25.38
24.05.1998
24.05.2003
10 November 1993
30,000
27.19
10.11.1998
10.11.2003
14 April 1994
140,000
34.55
14.04.1999
14.04.2004
28 October 1994
70,000
40.09
28.10.1999
28.10.2004
24 May 1995
78,000
44.46
24.05.2000
24.05.2005
15 August 1995
20,000
47.87
15.08.2000
15.08.2005
29 September 1995
10,000
48.77
29.09.2000
29.09.2005
21 November 1995
30,000
51.18
21.11.2000
21.11.2005
29 May 1996
890,000
53.63
29.05.2001
29.05.2006
20 August 1996
265,000
50.43
20.08.2001
20.08.2006
31 January 1997
40,000
52.14
31.01.2002
31.01.2007
28 May 1997
527,000
53.95
28.05.2002
28.05.2007
12 November 1997
296,000
53.10
12.11.2002
12.11.2007
19 January 1998
570,000
48.62
19.01.2003
19.01.2008
18 August 1998
40,000
43.29
18.08.2003
18.08.2008
14 September 1998
636,000
32.84
14.09.2003
14.09.2008
11 November 1998
1,711,000
46.40
11.11.2003
11.11.2008
27 May 1999
162,500
50.90
27.05.2004
27.05.2009
1 September 1999
35,000
50.05
01.09.2004
01.09.2009
25 November 1999
245,000
56.50
25.11.2004
25.11.2009
2 June 2000
684,500
43.09
02.06.2005
02.06.2010
1 December 2000
1,095,000
45.97
01.12.2005
01.12.2010
1 June 2001
387,000
59.15
01.06.2006
01.06.2011
30 November 2001
1,656,000
67.05
30.11.2006
30.11.2011
31 May 2002
450,900
80.05
31.05.2007
31.05.2012
22 November 2002
1,942,500
67.17
22.11.2007
22.11.2012
Total
12,051,400
The following options had been granted over SABMiller
plc ordinary shares under the UK SABMiller plc Approved Executive
Share Option Scheme and the SABMiller plc Executive Share Option
(No 2)
Scheme and had not been exercised as at 31 March 2003:
