AB InBev Offer
DISCLAIMER - IMPORTANT
ACCESS TO THIS AREA OF THE WEBSITE MAY BE RESTRICTED UNDER SECURITIES LAWS IN CERTAIN JURISDICTIONS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT IN SUCH A JURISDICTION), BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION ON THIS AREA OF THE WEBSITE. THESE MATERIALS ARE NOT DIRECTED AT OR TO BE ACCESSED BY PERSONS RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH ANY CONSENT OR OTHER FORMALITY WHICH SABMILLER PLC REGARDS AS UNDULY ONEROUS.
You are attempting to enter the area of this website that is designated for the publication of documents and information in connection with the proposed offer (the “Offer”) by Anheuser-Busch InBev SA/NV (“AB InBev”) for SABMiller plc (“SABMiller”). The information contained in this website is made available in good faith and for information purposes only and is subject to the terms and conditions set out below. In particular, the information contained in this website does not constitute an offer to sell or otherwise dispose of or any invitation or solicitation of any offer to purchase or subscribe for any securities pursuant to the Offer or otherwise in any jurisdiction in which such offer or solicitation is unlawful.
The full terms and conditions of the Offer will be set out in the formal UK Scheme Document. In deciding whether or not to vote in favour of the Offer, shareholders of SABMiller should rely only on the information contained and procedures described in the formal UK Scheme Document. Terms defined in the announcement of the Offer dated 11 November 2015 shall have the same meaning when used in this notice.
Access to the Information
Please read this notice carefully - it applies to all persons who view this part of the website and, depending upon who you are and where you live, it may affect your rights. This notice and the information contained herein may be altered or updated from time to time, and should be read carefully each time you visit this part of the website. In addition, the contents of this area of the website may be amended at any time in whole or in part at the sole discretion of SABMiller.
The information contained herein is not for release, publication or distribution, directly or indirectly, in or into any jurisdiction where to do so would violate the law of that jurisdiction (a “Restricted Jurisdiction”), and the availability of the information (and any related offer) to shareholders who are not resident in the United Kingdom may be affected by the laws of relevant jurisdictions. All persons resident or located outside the United Kingdom who wish to view this area of the website must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so and should inform themselves of, and observe, any applicable legal or regulatory requirements applicable in their jurisdiction.
If you are resident or located in a country that renders the accessing of this area of the website or parts thereof illegal, whether or not subject to making certain notifications or taking other action, you should not view this area of the website.
You should not forward, transmit or show the announcements, information or documents contained in this area of the website to any person. In particular, you should not forward or transmit the announcements, information or documents contained therein to any jurisdiction where it would be unlawful to do so.
Additional US information
The Offer relates to the shares of a UK company and is subject to UK procedural and disclosure requirements that are different from those of the US. Any financial statements or other financial information included in this section of the website may have been prepared in accordance with non-US accounting standards that may not be comparable to the financial statements of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US. It may be difficult for US holders of shares to enforce their rights and any claims they may have arising under the US federal securities laws in connection with the Offer, since AB InBev and SABMiller are located in a country other than the US, and some or all of their officers and directors may be residents of countries other than the United States. US holders of shares in SABMiller or AB InBev may not be able to sue AB InBev, SABMiller or their respective officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel AB InBev, SABMiller and their respective its affiliates to subject themselves to the jurisdiction or judgment of a US court.
The Offer may be implemented under a scheme of arrangement provided for under English company law. If so, it is expected that any securities to be issued under the Offer would be issued in reliance upon the exemption from the registration requirements of the US Securities Act, provided by Section 3(a)(10) thereof and also would not be subject to the tender offer rules under the US Exchange Act.
SABMiller Shareholders and holders of SABMiller ADRs are urged to read any documents related to the Offer filed, furnished or to be filed or furnished with the SEC because they will contain important information regarding the Offer and any related offer of securities. Such documents will be available free of charge at the SEC's web site at www.sec.gov and from AB InBev at www.ab-inbev.com. Nothing in this section of the website shall be deemed an acknowledgement that any SEC filing is required or that an offer requiring registration under the US Securities Act may ever occur in connection with the Offer.
The information and documents in this section of the website may contain forward-looking statements regarding SABMiller’s financial position, business strategy, plans and objectives of management for future operations. All statements other than statements of historical facts included in any document may be forward looking statements. Forward-looking statements also often use words such as “anticipate”, “believe”, “intend”, “estimate”, “expect” and words of similar meaning. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances, and readers are cautioned not to place undue reliance on such statements. Such forward-looking statements are based on numerous assumptions regarding present and future business strategies and the environment in which SABMiller will operate in the future. In light of these risks, results could differ materially from those stated, implied or inferred from the forward looking statements contained in this area of the website. These forward-looking statements speak only as of the date of the respective documents. SABMiller expressly disclaims any obligation or undertaking to update or revise any forward-looking statement (except to the extent legally required).
Unless expressly stated otherwise, no statement contained or referred to in this section of the website is intended to be a profit forecast.
Responsibility for information
In relation to any document, announcement or information contained in this area of the website, the only responsibility accepted by the directors of SABMiller (the “Responsible Persons”) is for the correctness and fairness of its reproduction or presentation, unless the responsibility statement in any relevant document expressly provides otherwise.
None of the Responsible Persons, SABMiller or its affiliated companies have reviewed and none of them is responsible for, or accepts any liability in respect of, any information on any other website that may be linked to this website by a third party.
The documents included in this area of the website speak only at the specified date of the relevant document and neither SABMiller nor any of its affiliated companies has or accepts any responsibility or duty to update such documents (other than to the extent such duty arises as a matter of law).
If you are in any doubt about the contents of this area of the website or the action you should take, you should seek your own financial advice from an independent financial adviser authorised under the Financial Services and Markets Act 2000 or, if you are located outside the United Kingdom, from an appropriately authorised independent financial adviser.
Robey Warshaw LLP (“Robey Warshaw”), which is authorised and regulated by the Financial Conduct Authority, is acting as joint financial adviser to SABMiller and no one else in connection with the Offer and will not be responsible to anyone other than SABMiller for providing the protections afforded to its clients or for providing advice in connection with the Offer.
J.P. Morgan Limited, which conducts its UK investment banking businesses as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), is authorised and regulated in the United Kingdom by the Financial Conduct Authority. J.P. Morgan Cazenove is acting as joint financial adviser exclusively for SABMiller and no one else in connection with the Offer and will not regard any other person as its client in relation to the Offer and will not be responsible to anyone other than SABMiller for providing the protections afforded to clients of J.P. Morgan Cazenove, nor for providing advice in relation to any matter relating to the Offer.
Morgan Stanley & Co. International plc ("Morgan Stanley") which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the UK is acting as joint financial adviser to SABMiller and no one else in connection with the Offer. In connection with the Offer, Morgan Stanley, its affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to any other person for providing the protections afforded to their clients or for providing advice in relation to the Offer.
Goldman Sachs International ("Goldman Sachs"), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for SABMiller and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than SABMiller for providing the protections afforded to clients of Goldman Sachs, or for providing advice in connection with the contents of this announcement or any other matter referred to herein.
Centerview Partners UK LLP (“Centerview Partners”), which is authorised and regulated by the Financial Conduct Authority, is acting as joint financial adviser to SABMiller and no one else in connection with the Offer and will not be responsible to anyone other than SABMiller for providing the protections afforded to its clients or for providing advice in connection with the Offer.
THE DOCUMENTS IN THIS AREA OF THE WEBSITE MAY NOT BE DOWNLOADED, FORWARDED, TRANSMITTED OR SHARED WITH ANY OTHER PERSON EITHER IN WHOLE OR IN PART WHERE TO DO SO WOULD OR MAY CONSTITUTE A BREACH OF ANY APPLICABLE LOCAL LAWS OR REGULATIONS.
Electronic versions of these materials are not directed at or accessible by persons resident in any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.
This notice shall be governed by, and interpreted in accordance with, English law.
Confirmation of understanding and acceptance of disclaimer
- I certify that I am not (nor do I act on behalf of someone who is) resident in any country that renders the accessing of this area of the website or parts thereof illegal.
- I agree that I will not forward, transfer or distribute (by any means including by electronic transmission) any documents included in this area of the website either in whole or in part to any person in any jurisdiction where such distribution may be restricted by applicable law or regulation.
- I represent and warrant to SABMiller that I intend to access this area of the website for information purposes only, that I have read and understood this notice and that I understand that it may affect my rights or responsibilities.
- I agree to be bound by the terms of this notice.