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Quote from: Patrick on September 23, 2015, 01:18:27 pm

Thanks for that tmsf. If that's the case, then the holdings of all the other shares will rise by about 18.5% or so. That would mean that STXIND will have a holding in Naspers of 20.8%! That's quite high. At the moment I'm 50% STXIND and 50% DIVTRX, but I think I might go 33% STXIND and 67% DIVTRX in future to minimize my risk. It'll still mean I'll be around 10% invested in NPN though. More than I'd like, but I'll just have to hope Tencent continues strongly.

I don't think that will necessarily happen that way. I stand corrected here, but isn't the Indi basically the Top40 minus all the resources? So if SAB is gone there will be a spot open on the Top40. If that spot is filled with a non-resources company then that company will fall under the Indi and thus will form part of STXIND's holdings.

I might be misunderstanding how everything works though.

You're right, but at the moment, # 25 of the STXIND is the Distel group at 0.19%, so the new share in the index would be that size or smaller, and have no real effect on the big players up top.

SABMiller bid could hit R840/share

Something to chew on when making decisions to hold/sell/buy more ..

Van Cuyck also questions ABI’s ability to add long-term value. “SABMiller is already highly efficient,” he says. “There is probably also more opportunity in SABMiller as it exists today than as part of ABI.”

September 29, 2015 — 5:24 PM SAST Updated on September 29, 2015 — 5:43 PM SAST

Deutsche Bank, BNP Paribas, SocGen also submitted proposals
ABI, SAB have had informal contact since plan was disclosed

Anheuser-Busch InBev NV is lining up banks including Bank of America Corp. and Banco Santander SA to arrange as much as $70 billion in financing as it prepares to make a takeover proposal for SABMiller Plc, according to people familiar with the matter.
Deutsche Bank AG, BNP Paribas SA and Societe Generale SA have also submitted financing proposals to the world’s biggest brewer, said the people, asking not to be named as the matter is private. AB InBev is working with about 10 banks to arrange total financing of $50 billion to $70 billion, they said. Talks are ongoing and the timing of any offer will depend on finalizing the funding package, they said.
Since AB InBev’s intention to pursue a takeover of SABMiller was disclosed on Sept. 16, there has been informal contact between the companies, two of the people said. Any deal could value the smaller, London-listed brewer at more than $100 billion, according to analysts’ estimates.
SABMiller shares rose as much as 6.9 percent in London and closed 4.9 percent higher at 3,814 pence. AB InBev pared losses to close down 2.8 percent at 93.55 euros.
The acquisition of SABMiller would be the biggest in the industry’s history and cap more than a decade of consolidation across brewing companies. AB InBev may pay more than 4,200 pence for each share of SABMiller, according to data compiled by Bloomberg based on the average estimate of five analysts. That would value SABMiller at about 68 billion pounds ($103 billion).
SABMiller is signaling it may consider an offer of about 4,300 pence to 4,500 pence per share, two of the people said, adding that the valuation is still being discussed and will also depend on the structure of the offer.
The beer maker would probably raise about $60 billion of debt to finance the acquisition, Owen Murfin, a London-based portfolio manager on BlackRock Inc.’s global bond team, said last week. That would be a record bond offering, exceeding the $49 billion that Verizon Communications Inc. raised two years ago to fund its buyout of Vodafone Group Plc’s stake in a wireless venture.
Under the U.K. Takeover Panel rules, AB InBev has till 5 p.m. on Oct. 14 to make an offer or announce it doesn’t intend to proceed. SABMiller may also ask the panel for an extension.
Spokesmen for AB InBev and SABMiller declined to comment. Representatives for BofA, Deutsche Bank, Santander and SocGen also declined to comment. Officials at BNP Paribas didn’t respond to requests to comment.

InBev Said to Line Up BofA, Santander on SABMiller Financing

Personally think you did the right thing. Wish my wife would also sell. I should, at least, get a great "told you so" moment out of it.  I'm petty that way.   

Just a thought - might be worth picking up some Taste and/or Aspen for the long term.

It is done... although very conditional at this point.
Only time will tell whether this will be good or bad.

Well, I made my bed...

SABMiller plc ("SABMiller") and Anheuser-Busch InBev SA/NV ("AB InBev")

Agreement in principle and extension of PUSU deadline

The Boards of AB InBev (Euronext: ABI) (NYSE: BUD) and SABMiller (LSE: SAB) (JSE: SAB) announce that they have reached agreement in principle on the key terms of a possible recommended offer to be made by AB InBev for the entire issued and to be issued share capital of SABMiller (the "Possible Offer").

Terms of Possible Offer

Under the terms of the Possible Offer, SABMiller shareholders would be entitled to receive GBP 44.00 per share in cash, with a partial share alternative ("PSA") available for approximately 41% of the SABMiller shares.

The all-cash offer represents a premium of approximately 50% to SABMiller's closing share price of GBP 29.34 on 14 September 2015 (being the last business day prior to renewed speculation of an approach from AB InBev).

The PSA consists of 0.483969 unlisted shares and GBP 3.7788 in cash for each SABMiller share, equivalent to a value of GBP 39.03 per SABMiller share on 12 October 2015, representing a premium of approximately 33% to the closing SABMiller share price of GBP 29.34 as of 14 September 2015. Further details of the PSA are set out below.

In addition, under the Possible Offer, SABMiller shareholders would be entitled to any dividends declared or paid by SABMiller in the ordinary course in respect of any completed six-month period ended 30 September or 31 March prior to completion of the possible transaction, which shall not exceed USD 0.2825 per share for the period ended 30 September 2015 and a further USD 0.9375 per share for the period ended 31 March 2016 (totalling USD 1.22 per share) and shall not exceed an amount to be agreed between AB InBev and SABMiller in respect of periods thereafter (which shall be disclosed in any announcement of a firm intention to make an offer).

The Board of SABMiller has indicated to AB InBev that it would be prepared unanimously to recommend the all-cash offer of GBP 44.00 per SABMiller share to SABMiller shareholders, subject to their fiduciary duties and satisfactory resolution of the other terms and conditions of the Possible Offer.



 
 

Antitrust and reverse break fee

In connection with the Possible Offer, AB InBev would agree to a "best efforts" commitment to obtain any regulatory clearances required to proceed to closing of the transaction. In addition, AB InBev would agree to a reverse break fee of USD 3 billion payable to SABMiller in the event that the transaction fails to close as a result of the failure to obtain regulatory clearances or the approval of AB InBev shareholders.

Pre-conditions

The announcement of a formal transaction would be subject to the following matters:

a)   unanimous recommendation by the Board of SABMiller in respect of the all-cash offer, and the execution of irrevocable undertakings to vote in favour of the transaction from members of the SABMiller Board, in a form acceptable to AB InBev;

b)   the execution of irrevocable undertakings to vote in favour of the transaction and to elect for the PSA from SABMiller's two major shareholders, Altria Group, Inc. and BevCo Ltd., in each case in respect of all of their shareholding and in a form acceptable to AB InBev and SABMiller;

c)   the execution of irrevocable undertakings to vote in favour of the transaction from AB InBev's largest shareholders, the Stichting Anheuser-Busch InBev, EPS Participations SaRL and BRC SaRL in a form acceptable to AB InBev and SABMiller;

d)   satisfactory completion of customary due diligence; and

e)   final approval by the Board of AB InBev.

The Board of AB InBev fully supports the terms of this Possible Offer and expects (subject to the matters above) to give its formal approval immediately prior to announcement.

AB InBev reserves the right to waive in whole or in part any of the pre-conditions to making an offer set out in this announcement, other than c) above which will not be waived.

The conditions of the transaction will be customary for a combination of this nature, and will include approval by both companies' shareholders and receipt of antitrust and regulatory approvals.

In view of the timetable for obtaining some of these approvals, AB InBev envisages proceeding by way of a pre-conditional scheme of arrangement in accordance with the Code.

The cash consideration under the transaction would be financed through a combination of AB InBev's internal financial resources and new third party debt.

Further details of the PSA

The PSA comprises up to 326 million shares, which will be available for approximately 41% of the SABMiller shares. These shares would take the form of a separate class of AB InBev shares (the "Restricted Shares")1, with the following characteristics:
 
·      Unlisted and not admitted to trading on any stock exchange;
·      Subject to a five-year lock-up from closing;
·      Convertible into AB InBev ordinary shares on a one for one basis after the end of that five year period;
·      Ranking equally with AB InBev ordinary shares with regards to dividends and voting rights; and
·      Director nomination rights.
 
SABMiller shareholders who elect for the partial share alternative will receive 0.483969 Restricted Shares2 and GBP 3.7788 in cash for each SABMiller share.

1 The Possible Offer will involve the formation of a new combined company (“NewCo”) expected to be incorporated in Belgium, which would acquire 100% of AB InBev. AB InBev shareholders would receive one NewCo ordinary share for each AB InBev share. References to the Restricted Shares and ordinary shares arising upon conversion are references to shares in NewCo. References to AB InBev shall be construed accordingly, where appropriate

2 In the event that elections under the partial share alternative are received for more than 326 million Restricted Shares then such elections will be reduced on a pro rata basis.


Extension of the PUSU deadline

In accordance with Rule 2.6(a) of the Code, AB InBev was required, by not later than 5.00 pm on 14 October 2015, to either announce a firm intention to make an offer for SABMiller in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer for SABMiller, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies.

In accordance with Rule 2.6(c) of the Code, the Board of SABMiller has requested that the Panel on Takeovers and Mergers (the "Panel") extends the relevant deadline, as referred to above, to enable the parties to continue their talks regarding the Possible Offer. In the light of this request, an extension has been granted by the Panel and AB InBev must, by not later than 5.00 pm on 28 October 2015, either announce a firm intention to make an offer for SABMiller in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer for SABMiller, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline will only be extended with the consent of the Panel in accordance with Rule 2.6(c) of the Code.

AB InBev reserves the following rights:

a)   to introduce other forms of consideration and/or to vary the composition of consideration;

b)   to implement the transaction through or together with a subsidiary of AB InBev or NewCo or a company which will become a subsidiary of AB InBev or NewCo;

c)   to make an offer (including the all-cash offer and PSA) for SABMiller at any time on less favourable terms:

(i)   with the agreement or recommendation of the Board of SABMiller;

(ii)   if a third party announces a firm intention to make an offer for SABMiller on less favourable terms; or

(iii)  following the announcement by SABMiller of a whitewash transaction pursuant to the Code; and

d)   to reduce its offer (including the all-cash offer and PSA) by the amount of any dividend that is announced, declared, made or paid by SABMiller prior to completion, save for ordinary course dividends declared or paid prior to completion, which shall not exceed USD 0.2825 per share for the period ended 30 September 2015 and a further USD 0.9375 per share for the period ended 31 March 2016 (totalling USD 1.22 per share) and shall not exceed an amount to be agreed between AB InBev and SABMiller in respect of periods thereafter (which shall be disclosed in any announcement of a firm intention to make an offer).

The announcement does not constitute an offer or impose any obligation on AB InBev to make an offer, nor does it evidence a firm intention to make an offer within the meaning of the Code. There can be no certainty that a formal offer will be made.

A further announcement will be made when appropriate.

AB InBev would agree to a reverse break fee of USD 3 billion payable to SABMiller in the event that the transaction fails to close as a result of the failure to obtain regulatory clearances or the approval of AB InBev shareholders.
Just thought I would highlight that from my earlier post.

(Final offer date now extended to 28/10/15)