Annual Report - SABMiller India

Notes to the consolidated financial statementscontinued25. Share capital continuedRights and restrictions relating to share capitalConvertible participating sharesAltria is entitled to require the company to convert its ordinary shares into convertible participating shares so as to ensure that Altria’svoting shareholding, if Altria so chooses, does not exceed 24.99% of the total voting shareholding.If such an event occurs, the convertible participating shares will rank pari passu with the ordinary shares and the non-voting convertibleshares in all respects and no action shall be taken by the company in relation to ordinary shares unless the same action is taken inrespect of the convertible participating shares and the non-voting convertible shares. On distribution of the profits (whether by cashdividend, dividend in specie, scrip dividend, capitalisation issue or otherwise), the convertible participating shares will rank pari passuwith the ordinary shares and the non-voting convertible shares. On a return of capital (whether winding-up or otherwise), the convertibleparticipating shares will rank pari passu with the ordinary shares and the non-voting convertible shares.Altria shall be entitled to vote its convertible participating shares at general meetings of the company on a poll on the basis of one-tenthof 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 the company;(ii) proposed by any person other than Altria, to appoint an administrator or to approve any arrangement with the company’s creditors;(iii) proposed by the board, to sell all or substantially all of the undertaking of the company; or(iv) proposed by any person other than Altria, to alter any of the class rights attaching to the convertible participating shares or toapprove 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 basisof one vote for each convertible participating share, but, for the purposes of any resolution other than a resolution mentioned above,the convertible participating shares shall be treated as being of the same class as the ordinary shares and no separate meeting orresolution of the holders of the convertible participating shares shall be required to be convened or passed.Upon a transfer of convertible participating shares by Altria other than to an affiliate, such convertible participating shares shall convertinto ordinary shares.Altria shall be entitled to require the company to convert its convertible participating shares into ordinary shares if:(i) a third party has made a takeover offer for the company 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 the company 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 declaredunconditional in all respects.Altria shall be entitled to require the company to convert its convertible participating shares into ordinary shares if the votingshareholding 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 numberof 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 whichwould require Altria to make a mandatory offer in terms of rule 9 of the City Code.If Altria wishes to acquire additional ordinary shares (other than pursuant to a pre-emptive issue of new ordinary shares or with theprior 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, inthe event of Altria subsequently acquiring one additional ordinary share, require Altria to make a mandatory offer in terms of rule 9of the City Code; and(ii) all of its remaining convertible participating shares.The company shall use its best endeavours to procure that the ordinary shares arising on conversion of the convertible participatingshares and the non-voting convertible shares are admitted to the Official List and to trading on the London Stock Exchange’s market forlisted securities, admitted to listing and trading on the JSE Securities Exchange South Africa, and admitted to listing and trading on anyother stock exchange upon which the ordinary shares are from time to time listed and traded, but no admission to listing or trading shallbe sought for the convertible participating shares or the non-voting convertible shares whilst they remain convertible participating sharesor non-voting convertible shares (as the case may be).Non-voting convertible sharesSafari Limited (Safari) holds non-voting convertible shares of 10 US cents each. Safari shall not be entitled to vote its non-votingconvertible shares on any resolution other than a resolution to alter any of the class rights attaching to the non-voting convertibleshares, in which case Safari shall be entitled to vote on the resolution on the basis of one vote for each non-voting convertible share.The non-voting convertible shares rank pari passu with the ordinary shares and the convertible participating shares in all respects andno action shall be taken by the company in relation to ordinary shares unless the same action is taken in respect of the non-votingconvertible shares and the convertible participating shares. On distribution of the profits (whether by cash dividend, dividend in specie,scrip dividend, capitalisation issue or otherwise), the non-voting convertible shares rank pari passu with the ordinary shares and theconvertible participating shares. On a return of capital (whether winding-up or otherwise), the non-voting convertible shares each rankpari passu with the ordinary shares and the convertible participating shares.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.108 Notes to the consolidated financial statementsSABMiller plc Annual Report 2008