Wrap Text
Pre-listing announcement - Secondary inward listing of AB InBev on the main board of the JSE Limited
Anheuser-Busch InBev SA/NV
(Incorporated in the Kingdom of Belgium)
Register of Companies Number: 0417.497.106.
Euronext Brussels Share Code: ABI
Mexican Stock Exchange Share Code: ABI
NYSE ADS Code: BUD
JSE Share Code: ANB
ISIN: BE0003793107
("AB InBev")
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO
ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION OR REQUIRE AB INBEV TO TAKE ANY FURTHER
ACTION
PRE-LISTING ANNOUNCEMENT - SECONDARY INWARD LISTING OF AB INBEV ON THE
MAIN BOARD OF THE EXCHANGE OPERATED BY JSE LIMITED ("JSE")
1. INTRODUCTION
1.1 AB InBev is a publicly traded company headquartered in Leuven, Kingdom of Belgium
("Belgium"), and is the leading global brewer as well as one of the world's top five
consumer goods companies.
1.2 AB InBev's portfolio consists of well over 200 beer brands, including 16 brands each
with an estimated retail sales value of at least USD1 billion per annum. This diverse
portfolio includes global brands Budweiser, Stella Artois and Corona.
1.3 AB InBev has a primary listing of its ordinary shares without nominal value ("Ordinary
Shares") on Euronext Brussels,1 a secondary listing on the Mexico Stock Exchange and
American Depository Receipts listed on the New York Stock Exchange. As at
7 January 2016 (being the last business day prior to the publication of this pre-listing
announcement ("Pre-listing Announcement"), AB InBev had a market capitalisation of
approximately EUR178 billion.
1.4 Further to AB InBev's intention to list announcement that was issued on
14 December 2015, the JSE has confirmed that Euronext Brussels is an accredited
exchange acceptable to the JSE in terms of paragraph 18.42 of the
Listings Requirements issued by the JSE ("Listings Requirements") and has granted
AB InBev approval for a secondary listing, by way of introduction under the fast-track
listing process contemplated by section 18 of the Listings Requirements, of all its issued
Ordinary Shares, being 1 608 242 156 Ordinary Shares, on the Main Board of the
exchange operated by the JSE in the "Consumer – Food & Beverages – Beverages -
Brewers" sector, under the abbreviated name "AB InBev", JSE share code "ANB" and
ISIN BE0003793107, (the "Listing") with effect from the commencement of trading on
15 January 2016 ("Listing Date").
2. OVERVIEW OF AB INBEV
2.1 AB InBev is the leading global brewer as well as one of the world’s top five consumer
goods companies. It employs approximately 155 000 people across 25 countries and is
headquartered in Leuven, Belgium. AB InBev’s dedication to quality goes back to a
brewing tradition of more than 600 years at the Den Hoorn brewery in Leuven, Belgium,
as well as the pioneering spirit of the Anheuser & Co. brewery, with its origins in St.
Louis, USA, since 1852. AB InBev is a truly international organisation, with close to
30 nationalities represented in the most senior management positions.
2.2 AB InBev’s portfolio consists of well over 200 beer brands, including 16 brands each
with an estimated retail sales value of at least USD1 billion per annum. This diverse
portfolio includes global brands Budweiser, Stella Artois and Corona; international
brands Beck’s, Leffe and Hoegaarden; and local champions Bud Light, Skol, Brahma,
Antarctica, Quilmes, Victoria, Modelo Especial, Michelob Ultra, Harbin, Sedrin,
Klinskoye, Sibirskaya Korona, Chernigivske, Cass and Jupiler. AB InBev's strong and
balanced portfolio includes seven of the ten most valuable beer brands in the world.
2.3 AB InBev is geographically diversified with a balanced exposure to developed and
developing markets. In 2014, AB InBev realised USD47.1 billion in revenue.
2.4 AB InBev is organised into seven business segments: North America, Mexico, Latin
America North, Latin America South, Europe, Asia Pacific and Global Export & Holding
Companies. The first six correspond to specific geographic regions in which its
operations are based. As a result, it has a global footprint with a balanced exposure to
developed and developing markets and production facilities spread across its six
geographical zones. It has significant brewing operations within the developed markets
in its North America zone (which accounted for 26.4% of its consolidated volumes for
the year ended 31 December 2014) and in its Europe zone (which accounted for 9.7%
of its consolidated volumes for the year ended 31 December 2014). It also has
significant exposure to developing markets in Latin America North (which accounted for
27.3% of its consolidated volumes in the year ended 31 December 2014), Asia Pacific
(which accounted for 18.0% of its consolidated volumes in the year ended
31 December 2014), Latin America South (which accounted for 8.0% of its consolidated
volumes in the year ended 31 December 2014) and Mexico (which accounted for 8.5%
of its consolidated volumes in the year ended 31 December 2014). Its 2014 volumes
(beer and non-beer) were 459 million hectolitres.
2.5 Prospective investors are invited to view AB InBev’s 2014 Annual Report and results for
the six months ended 30 June 2015 at http://www.ab-inbev.com/investors/results-
center/annual-and-hy-reports.html.
2.6 AB InBev has a proven track record of successfully completing and integrating business
combinations and creating shareholder value. AB InBev has completed several major
transactions in the past two decades and has consistently delivered on its stated goals
and honoured its commitments for the benefit of all stakeholders. For example:
2.6.1 in November 2008, InBev and Anheuser-Busch merged to create AB InBev;
2.6.2 in June 2013, AB InBev acquired Grupo Modelo, Mexico’s leading brewer, in a
transaction valued at USD20.1 billion; and
2.6.3 in April 2014, AB InBev completed the acquisition of Oriental Brewery,
South Korea’s leading brewer, at an enterprise value of USD5.8 billion.
3. RATIONALE FOR THE LISTING
3.1 Following the initial announcement on 13 October 2015 by the boards of directors of
AB InBev and SABMiller plc ("SABMiller") that they had reached an 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 "Transaction"), the
boards of directors of AB InBev and SABMiller announced on 11 November 2015
(the "Announcement") that they had reached agreement on the terms of the
Transaction.
3.2 In the Announcement, AB InBev indicated its intention to:
3.2.1 seek a secondary inward listing of its Ordinary Shares on the exchange operated
by the JSE, as soon as reasonably practicable after the date of the
Announcement; and
3.2.2 upon or shortly after completion of the Transaction, list the new ordinary shares of
Newco2 on the exchange operated by the JSE, through a secondary inward
listing, which would replace the Listing.
3.3 Further details in respect of the Transaction are set out in the Announcement, which,
along with further documents in relation to the Transaction, may be viewed at
http://www.ab-inbev.com/investors/disclaimer/pressrelease.html.
3.4 Africa, as a continent, has hugely attractive markets with increasing GDPs, a growing
middle class and expanding economic opportunities. Africa is also growing in
importance in the context of the global beer industry. It is expected that the African
continent will represent approximately 8.1% of the global beer industry by volumes by
2025, up from approximately 6.5% in 2014, with beer volumes in Africa being expected
to grow at nearly three times the rate of global beer volumes between 2014 and 2025.
3.5 AB InBev does not currently have any significant operations in Africa and the continent
will play a vital role in the future of the combined AB InBev and SABMiller group post
implementation of the Transaction ("Combined Group"), building upon the strong history
and success of SABMiller in the region, dating back to the 19th century.
3.6 Consequently, the purpose of the Listing is to:
3.6.1 demonstrate AB InBev's commitment to the Republic of South Africa ("South
Africa") and the African continent, which will be a critical driver of future growth for
AB InBev following its proposed combination with SABMiller; and
3.6.2 provide South African investors with an opportunity to invest in, and participate in,
the future growth of AB InBev.
4. PROSPECTS
AB InBev believes that the combination of AB InBev and SABMiller would create a truly global
brewer and one of the world’s leading consumer products companies. Given the largely
complementary geographical footprints and brand portfolios of AB InBev and SABMiller, the
Combined Group would have operations in virtually every major beer market, including key
emerging regions with strong growth prospects, such as Africa, Asia, and Central and South
America.
5. LISTING APPROVALS AND CLASSIFICATION
5.1 The Financial Surveillance Department of the South African Reserve Bank ("SARB") has
approved the secondary inward listing of AB InBev on the Main Board of the exchange
operated by the JSE, and classified the secondary inward listed Ordinary Shares as
'domestic' for exchange control purposes. Accordingly, South African resident investors
may trade the Ordinary Shares on the JSE without having recourse to their foreign
portfolio allowances.
5.2 The JSE has granted AB InBev a secondary listing by way of introduction, in terms of
the fast-track listing process, of all its issued Ordinary Shares on the Main Board of the
exchange operated by the JSE in the "Consumer – Food & Beverages – Beverages -
Brewers" sector, under the abbreviated name "AB InBev", share code "ANB" and
ISIN BE0003793107 with effect from the commencement of trade on the Listing Date.
5.3 AB InBev is committed to ensuring that the Listing is viable, and in accordance with
paragraph 18.9(b) of the Listings Requirements, has made arrangements, to the
satisfaction of the JSE’s Clearing and Settlement division, to ensure that sufficient scrip
is available on the South African register from the Listing Date.
6. FINANCIAL INFORMATION
6.1 Set out below are the basic, diluted, adjusted and headline earnings per Ordinary Share
for the six months ended 30 June 2015 and the 12 months ended 31 December 2014:
Six months ended 12 months ended
30 June 2015 31 December 2014
USD million USD million
(unaudited)
Profit attributable to equity holders of
4 610 9 216
AB InBev
Weighted average number of Ordinary
1 640 1 634
Shares
Basic earnings per Ordinary Share 2.81 5.64
Normalised profit attributable to equity
4 278 8 865
holders of AB InBev
Weighted average number of Ordinary
1 640 1 634
Shares
Earnings per Ordinary Share before
2.61 5.43
non-recurring items
Profit attributable to equity holders of
4 610 9 216
AB InBev
Weighted average number of Ordinary
1 671 1 665
Shares (diluted)
Diluted earnings per Ordinary Share 2.76 5.54
Normalised profit attributable to equity
4 278 8 865
holders of AB InBev
Weighted average number of Ordinary
1 671 1 665
Shares (diluted)
Six months ended 12 months ended
30 June 2015 31 December 2014
USD million USD million
(unaudited)
Diluted earnings per Ordinary Share
2.56 5.32
before non-recurring items
Unaudited headline earnings:
Profit attributable to equity holders of
4 610 9 216
AB InBev
After tax impairment of goodwill, property,
7 111
plant and equipment, and intangible assets
After tax net (gain)/loss on disposal of non-
-7 -102
financial assets
Headline earnings 4 610 9 225
Headline earnings per Ordinary Share 2.81 5.65
Diluted headline earnings per Ordinary
2.76 5.54
Share
6.2 The number of Ordinary Shares has been adjusted for the 1 859 625 Ordinary Shares
held by AB InBev and Brandbrew SA, AB InBev's subsidiary, as treasury shares as at
7 January 2016.
6.3 Historical financial information of AB InBev is available at http://www.ab-
inbev.com/investors/results-center/annual-and-hy-reports.html.
7. CORPORATE GOVERNANCE
7.1 AB InBev conducts business around the globe according to the highest ethical,
corporate governance and transparency standards, and in compliance with all applicable
laws and regulations. The board of directors ("Board") and senior leadership team of
AB InBev have established, and continually maintain, a strong ethical climate, supported
by an effective system of internal controls, monitoring, risk assessment, auditing, and
training. In this regard, AB InBev has established audit, finance, nomination and
remuneration committees.
7.2 The corporate governance practices of AB InBev are reflected in its
Corporate Governance Charter (the "Charter"), which is available at http://www.ab-
inbev.com/corporate-governance/charter.html. The Charter is regularly updated.
8. AB INBEV DIRECTORS
8.1 The Board currently consists of 14 members, all of whom are non-executives.
8.2 The full names, ages, capacities and a summary of the experience of the directors of
AB InBev are provided below:
Full name Age Capacity Experience
Maria Asuncion 52 Non- Ms. María Asuncion Aramburuzabala is a
Aramburuzabala executive, citizen of Mexico and holds a degree in
non- accounting from Instituto Tecnológico
independent Autónomo de México ("ITAM"). She has
director served as the Chief Executive Officer of
Full name Age Capacity Experience
Tresalia Capital since 1996. She also sits on
the boards of directors of KIO Networks,
Abilia, Red Universalia, Grupo Modelo, Grupo
Financiero Banamex, Banco Nacional de
México, Fresnillo plc, Médica Sur, Latin
America Conservation Council, Calidad de
Vida, Progreso y Desarrollo para la Ciudad de
México and is an advisory board member of
ITAM, School of Business.
Ms. Aramburuzabala was appointed as
director in accordance with the terms of the
combination of AB InBev with Grupo Modelo.
Alexandre 48 Non-executive Mr. Alexandre Behring is a representative of
Behring director, the main shareholders (nominated by BRC
nominated by S.à.R.L. ("BRC"), the holder of the class B
the holders of Stichting AB InBev certificates). He is a
class B Brazilian citizen and received a BS in
Stichting electrical engineering from Pontificia
InBev Universidade Catolica in Rio de Janeiro and
certificates an MBA from Harvard Graduate School of
Business, having graduated as a Baker
Scholar and a Loeb Scholar. He is a co-
founder and the Managing Partner of 3G
Capital, a global investment firm with offices in
New York and Rio de Janeiro, since 2004.
Mr. Behring has served on Burger King's
board of directors as Chairman since
October 2010, following Burger King's
acquisition by 3G Capital, and has become
Chairman of H.J. Heinz, following the closing
of such company’s acquisition by Berkshire
Hathaway and 3G Capital in June 2013.
Additionally, Mr. Behring served as a director,
and member of the Compensation and
Operations Committees of the board of
directors of CSX Corporation, a leading rail-
based transportation company in the United
States of America ("USA"), from 2008 to 2011.
Previously, Mr. Behring spent approximately
10 years at GP Investments, one of Latin
America’s premier private-equity firms,
including eight years as a partner and
member of the firm’s Investment Committee.
He served for seven years, from 1998 to
2004, as a director and Chief Executive
Officer of Latin America's largest railroad,
America Latina Logistica. Mr. Behring was a
co-founder and partner in Modus OSI
Full name Age Capacity Experience
Technologies, a technology firm with offices in
Florida and Sao Paulo, from 1989 to 1993.
Paul Cornet de 47 Non-executive Mr. Cornet de Ways Ruart is a representative
Ways Ruart director, of the main shareholders (nominated by
nominated by Eugénie Patri Sébastien S.A. ("EPS"), the
the holders of holder of the class A Stichting AB InBev
class A certificates). He is a Belgian citizen and holds
Stichting a Master's Degree as a Commercial Engineer
AB InBev from the Catholic University of Louvain and an
certificates MBA from the University of Chicago. For five
years, he was with Yahoo! EMEA as Chief of
Staff, Senior Financial Director responsible for
Audience and EMEA Director of Corporate
Development. Prior to joining Yahoo!,
Mr. Cornet de Ways Ruart was Director of
Strategy for Orange UK and spent seven
years with McKinsey & Company in London
and Palo Alto, California. He is also a member
of the boards of directors of EPS, Rayvax,
Adrien Invest and several venture capital
backed technology companies.
Stéfan 55 Non-executive Mr. Descheemaeker is a representative of the
Descheemaeker director, main shareholders (nominated by EPS, the
nominated by holder of the class A Stichting AB InBev
the holders of certificates). He is a Belgian citizen and holds
class A a Master's Degree in Commercial Engineering
Stichting from Solvay Business School. He began his
AB InBev professional career with the Belgian Ministry
certificates of Finance and then worked in an investment
group until 1996, when he joined Interbrew as
head of Strategy & External Growth,
managing its mergers and acquisitions
activities, culminating with the combination of
Interbrew and AmBev. In 2004, he
transitioned to operational management, in
charge of Interbrew's operations in the USA
and Mexico, and then as InBev's Zone
President Central and Eastern Europe, and,
eventually, Western Europe. In 2008,
Mr. Descheemaeker ended his operational
responsibilities at AB InBev and joined the
Board as a non-executive director. He was
previously the Chief Financial Officer of
Delhaize Group (appointed in January 2009)
and Chief Executive Officer (appointed in
January 2012) of Delhaize Europe. He was
recently appointed as the Chief Executive
Full name Age Capacity Experience
Officer of Iglo Group and is a member of the
Universite Libre de Bruxelles (ULB)
Foundation.
Grégoire de 49 Non-executive Mr. de Spoelberch is a representative of the
Spoelberch director, main shareholders (nominated by EPS, the
nominated by holder of the class A Stichting AB InBev
the holders of certificates). He is a Belgian citizen and holds
class A an MBA from INSEAD. Mr. de Spoelberch is
Stichting an active private equity shareholder and his
AB InBev recent activities include shared Chief
certificates Executive Officer responsibilities for Lunch
Garden, the leading Belgian self-service
restaurant chain. He is a member of the
boards of directors of several family owned
companies, such as EPS, Verlinvest and
Cobehold (Cobepa). He is also an
administrator of the InBev Baillet-Latour Fund,
a foundation that encourages social, cultural,
artistic, technical, sporting, educational and
philanthropic achievements.
Valentin Diez 75 Non- Mr. Valentín Diez is a citizen of Mexico and
executive, holds a degree in Business Administration
non- from the Universidad Iberoamericana and
independent participated in postgraduate courses at the
director University of Michigan. He is currently
President of Grupo Nevadi International,
Chairman of the Consejo Empresarial
Mexicano de Comercio Exterior, Inversión y
Tecnología, AC (COMCE) and Chairman of
that organisation’s Mexico-Spain Bilateral
Committee. He is a member of the board of
directors of Grupo Modelo, Vice President of
Kimberly Clark de México and Grupo
Aeroméxico. He is member of the boards of
directors of Grupo Financiero Banamex,
Acciones y Valores Banamex, Grupo Dine,
Mexichem, OHL México, Zara México,
Telefónica Móviles México, Banco Nacional
de Comercio Exterior, S.N.C. (Bancomext),
ProMexico and the Instituto de Empresa,
Madrid. He is a member of the Consejo
Mexicano de Hombres de Negocios and
Chairman of the Instituto Mexicano para la
Competitividad, IMCO. He is Chairman of the
Assembly of Associates of the Universidad
Iberoamericana, and founder and Chairman of
the Diez Morodo Foundation, which
Full name Age Capacity Experience
encourages social, sporting, educational and
philanthropic causes. Mr. Diez is also a
member of the board of the Museo Nacional
de las Artes, MUNAL in Mexico and a member
of the International Trustees of the Museo del
Prado in Madrid, Spain. Mr. Díez was
appointed as director in accordance with the
terms of the combination of AB InBev with
Grupo Modelo.
Olivier Goudet 51 Chairman, Mr. Goudet is an independent Board member.
non- He is a French citizen, holds a Degree in
executive, Engineering from l’Ecole Centrale de Paris
independent and graduated from the ESSEC Business
director School in Paris with a major in Finance.
Mr. Goudet is Partner and Chief Executive
Officer of JAB Holding Company, LLC, a
position he has held since June 2012. He
started his professional career in 1990 at
Mars, Inc. ("Mars"), serving on the finance
team of the French business. After six years,
he left Mars to join the VALEO Group, where
he held several senior executive positions. In
1998, Mr. Goudet returned to Mars, where he
later became Chief Financial Officer in 2004.
In 2008, his role was broadened and he was
appointed Executive Vice President and Chief
Financial Officer. In June 2012, he became an
Adviser to the board of directors of Mars. In
January 2013, Mr. Goudet became the
Chairman of Peet’s Coffee & Tea Inc. He is
also a member of the boards of directors of
Coty Inc. and D.E. Master Blenders 1753.
Paulo Lemann 47 Non-executive Mr. Paulo Alberto Lemann is a representative
director, of the main shareholders (nominated by BRC,
nominated by the holder of the class B Stichting AB InBev
the holders of certificates). He is a Brazilian citizen and
class B graduated from Faculdade Candido Mendes
Stichting in Rio de Janeiro, ("Federative Republic of
AB InBev Brazil") Brazil with a BA in Economics.
certificates Mr. Lemann interned at PriceWaterhouse in
1989 and was employed as an analyst at
Andersen Consulting from 1990 to 1991. From
1992 to 1995, he performed equity analysis
while at Banco Marka (Rio de Janeiro).
Mr. Lemann performed equity analysis for
Dynamo Asset Management (Rio de Janeiro)
from 1995 to 1996. From 1997 to 2004, he
Full name Age Capacity Experience
started the hedge fund investment effort at
Tinicum Inc., a New York based investment
office that advised the Synergy Fund of Funds
where he served as Portfolio Manager. In
May 2005, Mr. Lemann founded Pollux Capital
and is currently the Portfolio Manager.
Mr. Lemann is a board member of Lojas
Americanas, the Lemann Foundation and
Ambev.
Elio Leoni Sceti 50 Non- Mr. Elio Leoni Sceti is an independent Board
executive, member. He is an Italian citizen, living in the
independent United Kingdom of Great Britain and Northern
director Ireland ("United Kingdom"). He graduated
magma cum laude in Economics from LUISS
in Rome, where he passed the Dottore
Commercialista post graduate bar exam.
Mr. Sceti was previously the Chief Executive
Officer of Iglo Group, a European food
business whose brands are Birds Eye, Findus
(in Italy) and Iglo. He has over 20 years’
experience in the fast moving consumer
goods ("FMCG") and media sectors. He
served as Chief Executive Officer of EMI
Music from 2008 to 2010. Prior to EMI,
Mr. Sceti had an international career in
marketing and held senior leadership roles at
Procter & Gamble and Reckitt Benckiser.
Mr. Sceti is also a private investor in
technology start-ups, and is currently
Chairman of Zeebox Ltd, Chairman of LSG
Holdings, and a Counsellor at One Young
World.
Carlos Alberto 67 Non-executive Mr. Sicupira is a representative of the main
da Veiga director, shareholders (nominated by BRC, the holder
Sicupira nominated by of the class B Stichting AB InBev certificates).
the holders of He is a Brazilian citizen and received a
class B Bachelor of Business Administration from
Stichting Universidade Federal do Rio de Janeiro and
AB InBev attended the Owners/Presidents Management
certificates Program at Harvard Business School. He has
been Chairman of Lojas Americanas since
1981, where he also served as Chief
Executive Officer until 1992. He is a member
of the board of directors of Burger King
Worldwide Holdings; the Harvard Business
School’s board of Dean’s Advisers; and a co-
founder and board member of Fundação
Full name Age Capacity Experience
Estudar, a non-profit organisation that
provides scholarships for Brazilians.
Marcel 65 Non-executive Mr. Telles is a representative of the main
Herrmann Telles director, shareholders (nominated by BRC, the holder
nominated by of the class B Stichting AB InBev certificates).
the holders of He is a Brazilian citizen and holds a Degree in
class B Economics from Universidade Federal do Rio
Stichting de Janeiro and attended the
AB InBev Owners/Presidents Management Program at
certificates Harvard Business School. He was Chief
Executive Officer of Brahma and AmBev and
has been a member of the board of directors
of AmBev since 2000. He is also a member of
the board of directors of Burger King
Worldwide Holdings; a member of the
advisory board of Itau/Unibanco; a member of
the Harvard Business School’s board of
Dean’s Advisers; co-founder and board
member of Fundação Estudar; and a founder
and Chairman of Ismart, a non-profit
organisation that provides scholarship to low-
income students.
Alexandre van 53 Non-executive Mr. Van Damme is a representative of the
Damme director, main shareholders (nominated by EPS, the
nominated by holder of the class A Stichting AB InBev
the holders of certificates). He is a Belgian citizen and
class A graduated from Solvay Business School,
Stichting Brussels. Mr. Van Damme joined the beer
AB InBev industry early in his career and held various
certificates operational positions within Interbrew until
1991, including Head of Corporate Planning
and Strategy. He has managed several
private venture holding companies and is
currently a director of Patri S.A. (Luxembourg)
and of Burger King Worldwide Holdings. He is
also a board member of UCB, the Belgian
pharmaceutical company; an administrator of
the InBev Baillet-Latour Fund, a foundation
that encourages social, cultural, artistic,
technical, sporting, educational and
philanthropic achievements.
M. Michele 57 Non- M. Michele Burns is an American citizen and
Burns executive, graduated summa cum laude from the
independent University of Georgia with a Bachelor’s
director Degree in Business Administration and a
Master’s Degree in Accountancy. Ms. Burns
was the Chairman and Chief Executive Officer
Full name Age Capacity Experience
of Mercer LLC from 2006 until 2012. She
currently serves on the boards of directors of
The Goldman Sachs Group, where she chairs
the Risk Committee, Alexion Pharmaceuticals,
where she chairs the Strategy and Risk
Committee, and Cisco Systems, as well as
two private companies, Etsy and Circle Online
Financial. From 2003 until 2013, she served
as a director of Wal-Mart Stores, where she
chaired the Compensation and Nominating
Committee and the Strategic Planning and
Finance Committee. She also serves as the
Center Fellow and Strategic Adviser to the
Stanford Center on Longevity at Stanford
University. Ms. Burns is on the Executive
board of the Elton John Aids Foundation,
where she serves as Treasurer. Ms. Burns
began her career in 1981 at Arthur Andersen
where she became a partner in 1991. In 1999,
she joined Delta Air Lines, assuming the role
of Chief Financial Officer from 2000 to 2004.
From 2004 to 2006, Ms. Burns served as
Chief Financial Officer and Chief
Restructuring Officer of Mirant Corporation, an
independent power producer. From
March 2006 until September 2006, Ms. Burns
served as the Chief Financial Officer of Marsh
and McLennan, before moving to Mercer.
Kasper Rorsted 53 Non- Mr. Rorsted is a Danish citizen and graduated
executive, from the International Business School in
independent Copenhagen. Since April 2008, Mr. Rorsted
director has been Chief Executive Officer of Henkel, a
global FMCG company that operates leading
brands in laundry and home care, beauty care
and adhesive technologies. Prior to joining
Henkel, Mr. Rorsted held senior leadership
roles at Oracle, Compaq and Hewlett
Packard. Mr. Rorsted is a board member of
Bertelsmann SE & co, KGA and Danfoss A/S,
Denmark.
8.3 The Chief Executive Officer of AB InBev ("CEO") is entrusted by the Board with the
responsibility for the day-to-day management of AB InBev. The CEO has direct
operational responsibility for the entire company. The CEO leads an Executive Board of
Management ("EBM") which comprises nine global functional heads and six zone
presidents, including the Chief Executive Officer of Ambev (Bernado Pinto Paiva), who
reports to the board of directors of Ambev. The EBM does not form part of the Board.
8.4 The EBM currently consists of the following members:
Full name Age Capacity Experience
Carlos Brito 55 CEO Mr. Brito is a Brazilian citizen and received a
Degree in Mechanical Engineering from the
Universidade Federal do Rio de Janeiro and
an MBA from Stanford University. He held
positions at Shell Oil and Daimler Benz prior to
joining Ambev in 1989. At Ambev he had roles
in Finance, Operations, and Sales, before
being appointed Chief Executive Officer in
January 2004. He was appointed Zone
President North America at InBev in
January 2005 and Chief Executive Officer in
December 2005. He is also a member of the
boards of directors of Ambev and Grupo
Modelo.
Felipe Dutra 50 Chief Mr. Dutra is a Brazilian citizen and holds a
Financial and Degree in Economics from Candido Mendes
Technology and an MBA in Controlling from Universidade
Officer de São Paulo. He joined Ambev in 1990 from
Aracruz Celulose, a major Brazilian
manufacturer of pulp and paper. At Ambev he
held various positions in treasury and finance
before being appointed General Manager of
one of AB InBev's beverage subsidiaries.
Mr. Dutra was appointed Ambev’s Chief
Financial Officer in 1999 and he became
AB InBev's Chief Financial Officer in
January 2005. In 2014, Mr. Dutra became
AB InBev's Chief Financial & Technology
Officer. He is also a member of the boards of
directors of Ambev and Grupo Modelo.
Claudio Braz 60 Chief Supply Mr. Ferro is a Brazilian citizen and holds a
Ferro Officer Degree in Industrial Chemistry from the
Universidade Federal de Santa Maria, RS, and
has studied Brewing Science at the Catholic
University of Leuven. Mr. Ferro joined Ambev
in 1977, where he held several key positions,
including plant manager of the Skol brewery,
Industrial Director of Brahma operations in
Brazil and later Vice President Operations at
Ambev in Latin America. Mr. Ferro also played
a key role in structuring the supply
organisation when Brahma and Antarctica
combined to form AmBev in 2000. He was
appointed AB InBev's Chief Supply Officer in
January 2007.
Full name Age Capacity Experience
Miguel Patricio 49 Chief Mr. Patricio is a Portuguese citizen and holds a
Marketing Degree in Business Administration from
Officer Fundação Getulio Vargas in São Paulo. Prior
to joining Ambev in 1998, Mr. Patricio held
several senior positions across the Americas
at Philip Morris, the Coca-Cola Company and
Johnson & Johnson. At Ambev, he was Vice
President Marketing, before being appointed
Vice President Marketing of InBev’s North
American Zone based in Toronto in
January 2005. In January 2006 he was
promoted to Zone President North America,
and in January 2008, he moved to Shanghai to
take on the role of Zone President Asia Pacific.
He became AB InBev's Chief Marketing Officer
in July 2012.
Sabine 50 Chief Legal Ms. Chalmers is a USA citizen of German and
Chalmers and Corporate Indian origin and holds an LL.B. from the
Affairs Officer London School of Economics. She is qualified
as a solicitor in England and Wales, and is a
member of the New York State Bar.
Ms. Chalmers joined AB InBev in
January 2005 after over 12 years with Diageo
plc where she held a number of senior legal
positions in various geographies across
Europe, the Americas and Asia including as
General Counsel of the Latin American and
North American businesses. Prior to Diageo,
she was an associate at the law firm Lovells in
London, specialising in mergers and
acquisitions. Ms. Chalmers is a member of the
board of directors of Grupo Modelo. She also
serves on several professional councils and
not-for-profit boards, including the Association
of Corporate Counsel and Legal Momentum,
the USA’s oldest legal defence and education
fund dedicated to advancing the rights of
women and girls.
Claudio Garcia 47 Chief People Mr. Garcia is a Brazilian citizen and holds a
Officer Degree in Economics from the Universidade
Estadual do Rio de Janeiro. Mr. Garcia joined
Ambev as a Management Trainee in 1991 and
thereafter held various positions in finance and
operations before being appointed Information
Technology and Shared Services Director in
2002. Mr. Garcia was appointed InBev’s Chief
Information and Services Officer in
Full name Age Capacity Experience
January 2005 and its Chief People and
Technology Officer in September 2006. To
ensure a greater focus on building the best
people pipeline globally, Mr. Garcia was
appointed Chief People Officer in 2014
focusing on AB InBev's people organisation
globally. This includes the Global Management
Trainee Program, Global MBA recruitment,
executive education and training and
engagement initiatives.
Luiz Fernando 49 Chief Sales Mr. Edmond is a Brazilian citizen and holds a
Edmond Officer Degree in Production Engineering from the
Federal University of Rio de Janeiro.
Mr. Edmond joined Brahma, which later
became Ambev, in 1990 as part of its first
Management Trainee Program. At Ambev, he
held various positions in the commercial,
supply and distribution areas. He was
appointed Zone President Latin America North
and Ambev’s Chief Executive Officer in
January 2005 and then Zone President North
America and Chief Executive Officer of
Anheuser-Busch in November 2008. He also is
a member of the board of directors of Ambev,
is Vice Chair of the Beer Institute, a national
association of the brewing industry, and a
member of Civic Progress, an organisation of
St. Louis leaders working to improve
community and business life in the region.
Tony Milikin 54 Chief Mr. Milikin is a USA citizen and holds an
Procurement undergraduate Finance Degree from the
Officer University of Florida and an MBA in Marketing
from Texas Christian University in Fort Worth,
Texas. Mr. Milikin joined AB InBev in
May 2009 from MeadWestvaco, where he was
Vice President, Supply Chain and Chief
Purchasing Officer, based in Richmond,
Virginia, since 2004. Prior to joining
MeadWestvaco, he held various purchasing
and supply chain positions with increasing
responsibilities at Monsanto and Alcon
Laboratories.
Pedro Earp 38 Chief Mr. Earp is a Brazilian citizen and holds a
Disruptive Bachelor of Science degree in Financial
Growth Economics from the London School of
Officer Economics. Mr. Earp joined AB InBev in 2000
as a Global Management Trainee in
Full name Age Capacity Experience
AB InBev's Latin America North Zone. In 2002,
he became responsible for the Zone’s mergers
and acquisitions team and in 2005 he moved
to Leuven, Belgium to become Global Director,
M&A. Later, he was appointed Vice President,
Strategic Planning in Canada in 2006; Global
Vice President, Insights and Innovation in
2007; Global Vice President, M&A in 2009 and
Vice President, Marketing for the Latin
America North Zone in 2013. He was
appointed Chief Disruptive Growth Officer in
February 2015.
David Almeida 39 Chief Mr. Almeida is a dual citizen of the USA and
Integration Brazil and holds a Bachelor's Degree in
Officer Economics from the University of
Pennsylvania. He will lead the integration
planning and follow-up during the first few
years of the SABMiller business integration,
once the transaction closes. Most recently he
served as Vice President, USA Sales, a role
he took on in 2011, having previously held the
position of Vice President, Finance for the
North American organisation. Prior to that, he
served as InBev's head of mergers and
acquisitions, where he led the combination
with Anheuser-Busch in 2008 and the
subsequent USA integration activities. Before
joining InBev in 1998, he worked at Salomon
Brothers in New York as a financial analyst in
the Investment Banking division.
Michel Doukeris 42 Zone Mr. Doukeris is a Brazilian citizen and holds a
President Degree in Chemical Engineering from Federal
Asia Pacific University of Santa Catarina in Brazil and a
Master’s Degree in Marketing from Fundação
Getulio Vargas, also in Brazil. He has also
completed post-graduate programs in
Marketing and Marketing Strategy from the
Kellogg School of Management and Wharton
Business School in the USA. Mr. Doukeris
joined AB InBev in 1996 and held sales
positions of increasing responsibility before
becoming Vice President Soft Drinks for
AB InBev's Latin America North Zone in 2008.
He was appointed President, AB InBev China
in January 2010 and currently serves as Zone
President Asia Pacific, a position he has held
since January 2013.
Full name Age Capacity Experience
Stuart 48 Zone Mr. MacFarlane is a citizen of the United
MacFarlane President Kingdom and received a Degree in Business
Europe Studies from Sheffield University in the UK. He
is also a qualified Chartered Management
Accountant. He joined AB InBev in 1992 and
since then has held senior roles in finance,
marketing, sales, and was Managing Director
for AB InBev's business in Ireland.
Mr. MacFarlane was appointed President of
AB InBev UK & Ireland in January 2008, and in
January 2012, became AB InBev's Zone
President Central & Eastern Europe. In
January 2014 he was appointed as Zone
President Europe to lead AB InBev's European
Zone.
Ricardo Tadeu 39 Zone Mr. Tadeu is a Brazilian citizen, and received a
President Law Degree from the Universidade Cândido
Mexico Mendes in Brazil and a Master of Law from
Harvard Law School in Cambridge,
Massachusetts. He joined AB InBev in 1995
and has held various roles across the
commercial area. He was appointed Business
Unit President for AB InBev's operations in
Hispanic Latin America in 2005, and from 2008
to 2012, served as Business Unit President,
Brazil.
Marcio Froes 47 Zone Mr. Froes is a Brazilian citizen and received a
President Degree in Chemical Engineering from the
Latin America Universidade Federal do Rio de Janeiro and a
South Master's Degree in Brewing from the
University of Madrid, Spain, in Industrial
Technology. He joined Ambev in 1993 as a
Management Trainee and has held roles in
supply, people and sales, before being
appointed Vice President People for
AB InBev's Canadian business in 2006. In
Canada, he also served as Vice President
Supply and Sales prior to being appointed
Business Unit President from 2008 to 2009.
Most recently, he was Vice President, Supply
in Latin America North and was appointed
Zone President Latin America South in
January 2014.
João Castro 48 Zone Mr. Castro Neves is a Brazilian citizen and
Neves President holds a Degree in Engineering from Pontifícia
North America Universidade Católica do Rio de Janeiro and
Full name Age Capacity Experience
an MBA from the University of Illinois. He
joined Ambev in 1996 and has held positions
in various departments such as Mergers and
Acquisitions, Treasury, Investor Relations,
Business Development, Technology and
Shared Services. He was Ambev’s Chief
Financial Officer and Investor Relations Officer
and was appointed Zone President Latin
America South in January 2007 before being
appointed Zone President Latin America North
and Ambev’s Chief Executive Officer in
January 2009.
Bernardo Pinto 47 Zone Mr. Pinto Paiva is a Brazilian citizen and holds
Paiva President a Degree in Engineering from Universidade
Latin America Federal do Rio de Janeiro and an Executive
North MBA from Pontifícia Universidade Católica do
Rio de Janeiro. Mr. Pinto Paiva joined Ambev
in 1991 as a management trainee and during
his career at AB InBev has held leadership
positions in sales, supply, distribution and
finance. He was appointed Zone President
North America in January 2008 and Zone
President Latin America South in
January 2009 before becoming Chief Sales
Officer in January 2012.
9. COMPANY INFORMATION
9.1 AB InBev was incorporated under Belgian law, with Register of Companies
Number: 0417.497.106 on 2 August 1977, with its registered address situated at Grand'
Place / Grote Markt 1, 1000 Brussels, Belgium.
9.2 AB InBev is not registered as an external company in South Africa.
9.3 AB InBev's financial year-end falls on 31 December each year.
9.4 AB InBev has appointed Computershare Investor Services Proprietary Limited
("Computershare") as its transfer secretaries in South Africa, with its main place of
business at 70 Marshall Street, Marshalltown, Johannesburg, 2001.
10. SHARE CAPITAL
10.1 The share capital of AB InBev on the date of this Pre-listing Announcement is as follows:
Authorised, unissued Ordinary Shares3 48 247 264 Ordinary Shares
Issued Ordinary Shares 1 608 242 156 Ordinary Shares
Issued Ordinary Shares held in treasury 1 859 625 Ordinary Shares
10.2 The articles of association of AB InBev do not contain any restrictions on the transfer of
the Ordinary Shares.
11. SIGNIFICANT CHANGES
No significant changes in the financial or trading position of AB InBev have occurred since the
publication of AB InBev’s audited results for the year ended 31 December 2014, other than as
envisaged in terms of the transactions contemplated in the Announcement.
12. MAJOR SHAREHOLDERS
The following table, that is based on statutory notifications made in terms of applicable law,
shows the shareholders of AB InBev that on the date of this Pre-listing Announcement, directly
or indirectly, are beneficially interested in 5% or more of the issued Ordinary Shares.
Number of % of the
Shareholder Ordinary voting
Shares rights4
1 Stichting Anheuser-Busch InBev ("Stichting
AB InBev"), stichting administratiekantoor under 663 074 832 41.28
Dutch law
2 EPS Participations Sàrl under Luxembourg law,
130 257 459 8.11
affiliated to EPS, its parent company
As at the date of this Pre-listing Announcement, these major shareholders and certain other
shareholders act in concert in respect of 52.77% of the Ordinary Shares' voting rights.
For further information on the shareholder structure of AB InBev, investors can access the
relevant documents at http://www.ab-inbev.com/investors/shareholder-structure.html.
13. DIRECTORS’ STATEMENTS
13.1 The Board has no reason to believe that the working capital available to AB InBev or its
group will be insufficient for at least 12 months from the Listing Date.
13.2 The directors of AB InBev hereby confirm that AB InBev has, to the best of their
knowledge and belief, adhered to all legal and regulatory requirements of Euronext
Brussels applicable to AB InBev.
14. SALIENT DATES RELATING TO THE LISTING
The salient dates relating to the Listing are set out below:
Release of the Pre-listing Announcement via the Stock 8 January 2016
Exchange News Service of the JSE ("SENS")
Publication of the Pre-listing Announcement in the South 12 January 2016
African press
Anticipated Listing Date and commencement of trade on 9:00 on 15 January 2016
the Main Board of the exchange operated by the JSE
Note: The above times are South African standard time. The above times and dates are
subject to change. Any such change will be notified via SENS.
15. TAX CONSIDERATIONS
15.1 The following paragraphs contain a general summary of the South African tax
implications of the acquisition and ownership of Ordinary Shares, for information
purposes. This summary is not comprehensive or determinative and should not be
regarded as tax advice given by AB InBev or any of its advisers. This summary is based
on the South African laws as in force and as applied in practice on the date of this Pre-
listing Announcement and is subject to changes to those laws and practices subsequent
to the date of this Pre-listing Announcement. In the case of persons who are non-
residents of South Africa for income tax purposes, it should be read in conjunction with
the provisions of any applicable double taxation agreement between South Africa and
their country of tax residence.
15.2 Dividends tax at 15% will be withheld on any foreign cash dividends declared and paid
by AB InBev to South African shareholders holding Ordinary Shares listed on the
exchange operated by the JSE, subject to any applicable exemptions that may apply.
15.3 South African resident shareholders that dispose of their Ordinary Shares listed on the
exchange operated by the JSE will be subject to either income tax (in the case of share
dealers) or capital gains tax (in the case of capital investors). The merger of AB InBev
into Newco in line with the terms of the Transaction will constitute a disposal for South
African resident shareholders in terms of South African tax law, and therefore would
trigger the payment of the aforementioned taxes by South African resident shareholders
on completion of the merger, subject to any specific exemptions that may otherwise
apply to such shareholders.
15.4 Investors should consult their own advisers and take advice as to the tax consequences
arising from or in relation to the acquisition and ownership of the Ordinary Shares in light
of their particular circumstances, including, in particular, the effect of any state, regional,
local or other tax laws.
16. EXCHANGE CONTROL
16.1 The SARB has approved the secondary inward listing of AB InBev on the Main Board of
the exchange operated by the JSE, and classified the secondary inward listed Ordinary
Shares as 'domestic' for exchange control purposes. Accordingly, South African resident
investors may trade the Ordinary Shares on the JSE without having recourse to their
foreign portfolio allowances.
16.2 Currency and shares are not freely transferable from South Africa to any jurisdiction
outside the geographical borders of South Africa or jurisdictions outside of the Common
Monetary Area (collectively, South Africa, the Republic of Namibia and the Kingdoms of
Lesotho and Swaziland). These transfers must comply with the South African Exchange
Control Regulations as described below. The South African Exchange Control
Regulations also regulate the acquisition by former residents and non-residents of
Ordinary Shares.
16.3 Investors who are resident outside the Common Monetary Area should seek advice as
to whether any governmental and/or other legal consent is required and/or whether any
other formality must be observed to enable an investor to acquire and/or hold Ordinary
Shares. If investors are in any doubt regarding the application of the South African
Exchange Control Regulations, they should consult their own professional advisers.
17. CLEARANCE AND SETTLEMENT
Further information relating to trading in the Ordinary Shares, including details on the
clearance and settlement processes for trading in the Ordinary Shares on the exchange
operated by the JSE, as well as documentation relating thereto which will be electronically
provided to the extent requested, may be obtained by contacting Ms Janine Johnson or Ms
Jennifer Hendricks at Computershare by telephone on +27 11 370 5190 or by e-mail on
removals@computerhare.co.za. The relevant documentation may also be obtained from the
Computershare website (http://www.computershare.com/za/Pages/default.aspx) from
12 January 2016.
18. AVAILABILITY OF DOCUMENTS
Documents such as financial statements, public announcements and investor presentations,
which AB InBev has made public over the last two years, including the constitutional
documents of AB InBev, are available at http://www.ab-inbev.com/ and http://www.ab-
inbev.com/investors/disclaimer/pressrelease.html.
1
AB InBev listed on Euronext Brussels with effect from 1 December 2000. AB InBev’s initial
listing on Euronext Brussels was under the name of Interbrew, prior to the combination of
Interbrew and AmBev to form InBev, and the combination of InBev and Anheuser-Busch to
form AB InBev.
2
A Belgian limited liability company to be formed for the purposes of the Transaction, further
details of which are set out in the Announcement. Newco will represent the Combined Group
(as defined below) post implementation of the Transaction.
3
Under Belgian law and AB InBev's articles of association, the authorised share capital of
AB InBev is expressed as such number of Ordinary Shares that are available to be issued by
the Board as authorised by the general meeting of AB InBev and in accordance with the
articles of association, and not the sum of such number and the number of Ordinary Shares in
issue.
4
Excluding treasury shares.
Belgium
8 January 2016
Joint financial advisers and transaction sponsors to AB InBev in respect of the Listing
Deutsche Bank
Standard Bank
Financial adviser to AB InBev
Lazard
South African legal adviser to AB InBev
Webber Wentzel
DISCLAIMER
This Pre-listing Announcement does not constitute or form a part of any offer or solicitation or
advertisement to purchase and/or subscribe for shares in any jurisdiction, including an offer to the
public for the sale of, or subscription for, or the solicitation or the advertisement of an offer to buy
and/or subscribe for, shares.
This Pre-listing Announcement does not constitute or form a part of any offer or solicitation or
advertisement to purchase and/or subscribe for shares in South Africa, including an offer to the
public for the sale of, or subscription for, or the solicitation or the advertisement of an offer to buy
and/or subscribe for, shares as defined in the South African Companies Act, No. 71 of 2008 (as
amended) or otherwise (the “Companies Act”) and will not be distributed to any person in South
Africa in any manner that could be construed as an offer to the public in terms of the Companies Act.
This Pre-listing Announcement does not constitute a prospectus registered and/or issued in terms of
the Companies Act. Accordingly, this Pre-listing Announcement does not comply with the substance
and form requirements for prospectuses set out in the Companies Act and the South African
Companies Regulations of 2011 and has not been approved by, and/or registered with, the South
African Companies and Intellectual Property Commission, or any other South African authority.
This Pre-listing Announcement constitutes factual, objective information and nothing contained
herein should be construed as constituting any form of investment advice or recommendation,
guidance or proposal of a financial nature. The drafters of this Pre-listing Announcement are not
financial services providers licensed as such under the South African Financial Advisory and
Intermediary Services Act, 37 of 2002 (as amended) in South Africa and nothing in this Pre-listing
Announcement should be construed as constituting the canvassing for, or marketing or advertising of
financial services in South Africa.
Investors should ascertain whether acquiring or holding the Ordinary Shares, or any of the
transactions envisaged in this Pre-listing Announcement, is affected by the laws of the relevant
jurisdiction in which they reside and consider whether the Ordinary Shares are a suitable investment
in light of their own personal circumstances and are, therefore, strongly recommended to seek their
own independent financial, tax and legal advice in light of their own particular circumstances and
investment objectives.
If you are in any doubt about the contents of this Pre-listing Announcement or the action you should
take, you are recommended to seek your own independent financial advice immediately from your
stockbroker, bank manager, attorney, accountant or independent financial adviser or from another
appropriately authorised independent financial adviser.
Important notices relating to financial advisers
Lazard & Co., Limited ("Lazard") is acting exclusively as financial adviser to AB InBev and for no one
else in connection with the Transaction and is not, and will not be, responsible to anyone other than
AB InBev for providing the protections afforded to clients of Lazard, or for providing advice in
connection with the Transaction or any other matters referred to in this Pre-listing Announcement.
Neither Lazard nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in delict, in tort, under statute or otherwise) to any
person who is not a client of Lazard in connection with this Transaction, any statement contained
herein or otherwise.
Lazard is authorised and regulated in the United Kingdom by the Financial Conduct Authority.
Deutsche Securities (SA) Proprietary Limited, a non-bank member of the Deutsche Bank Group
(“Deutsche Bank”), is acting for AB InBev and no one else in connection with the Transaction and will
not be responsible to anyone other than AB InBev for providing the protections afforded to clients of
Deutsche Bank or for providing advice in relation to any matter referred to herein
Without limiting a person’s liability for fraud, neither Deutsche Bank nor any of its subsidiary
undertakings, branches or affiliates nor any of its or their respective directors, officers,
representatives, employees, advisers or agents owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in delict, in tort, under statute or
otherwise) to any person who is not a client of Deutsche Bank in connection with this Pre-listing
Announcement, any statement contained herein or otherwise.
The Standard Bank of South Africa Limited (“Standard Bank”) is authorised under South African
banking law and regulated by the SARB. Standard Bank is acting as financial adviser and joint
transaction sponsor to AB InBev in relation to this Pre-listing Announcement. Standard Bank is not
acting for anybody else in connection with the matters referred to in this Pre-listing Announcement.
Standard Bank is not and will not be responsible to any person other than AB InBev for providing
any of the protections afforded to clients of Standard Bank, nor for giving any advice in relation to
any matter referred to in this Pre-listing Announcement. Neither Standard Bank nor any of its
subsidiary undertakings or affiliates (including the subsidiary undertakings and affiliates of its holding
company), nor any of its or their respective directors, officers, representatives, employees, advisers
or agents owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in delict, in tort, under statute or otherwise) to any person who is not a client of
Standard Bank in connection with this Pre-listing Announcement, any statement contained or
referred to herein or otherwise.
Cautionary note regarding forward-looking statements
This Pre-listing Announcement contains “forward-looking statements”. These statements are based
on the current expectations and views of future events and developments of the management of AB
InBev and are naturally subject to uncertainty and changes in circumstances. The forward-looking
statements contained in this Pre-listing Announcement include statements relating to AB InBev’s
proposed acquisition of SABMiller (including with respect to the expected timing and scope of these
transactions), the expected effects of the Listing on AB InBev, the expected timing and scope of the
Listing and other statements other than historical facts. Forward-looking statements include
statements typically containing words such as “will”, “may”, “should”, “believe”, “intends”, “expects”,
“anticipates”, “targets”, “estimates”, “likely”, “foresees” and words of similar import. All statements
other than statements of historical facts are forward-looking statements. You should not place undue
reliance on these forward-looking statements, which reflect the current views of the management of
AB InBev, are subject to numerous risks and uncertainties about AB InBev and SABMiller and are
dependent on many factors, some of which are outside of AB InBev’s control. There are important
factors, risks and uncertainties that could cause actual outcomes and results to be materially
different, including the satisfaction of the pre-conditions and the conditions to the transactions
described herein, the ability to obtain the regulatory approvals related to the transactions and the
ability to satisfy any conditions required to obtain such approvals, and the risks relating to AB InBev
described under Item 3.D of its Annual Report on Form 20-F (“Form 20-F”) filed with the USA
Securities and Exchange Commission (“SEC”) on 24 March 2015. Other unknown or unpredictable
factors could cause actual results to differ materially from those in the forward-looking statements.
There can be no certainty that the proposed transactions will be completed on the terms described
herein or at all.
The forward-looking statements should be read in conjunction with the other cautionary statements
that are included elsewhere, including AB InBev’s most recent Form 20-F, reports furnished on Form
6-K, and any other documents that AB InBev or SABMiller have made public. Any forward-looking
statements made in this communication are qualified in their entirety by these cautionary statements,
and there can be no assurance that the actual results or developments anticipated by AB InBev will
be realised or, even if substantially realised, that they will have the expected consequences to, or
effects on, AB InBev or its business or operations. Except as required by law, AB InBev undertakes
no obligation to publicly update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise.
Future SEC Filings and this Filing: Important Information
In the event that AB InBev and SABMiller implement a transaction relating to the acquisition of
SABMiller by AB InBev, AB InBev or Newco (a Belgian limited liability company to be formed for the
purposes of such transaction) may be required to file relevant materials with the SEC. Such
documents, however, are not currently available. INVESTORS ARE URGED TO READ ANY
DOCUMENTS REGARDING SUCH POTENTIAL TRANSACTION IF AND WHEN THEY BECOME
AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors will be able
to obtain a free copy of such filings without charge, at the SEC’s website (http://www.sec.gov) once
such documents are filed with the SEC. Copies of such documents may also be obtained from AB
InBev, without charge, once they are filed with the SEC.
Notice to USA investors
US holders of SABMiller shares should note that the steps of any transaction requiring approval by
SABMiller shareholders may be implemented under a United Kingdom scheme of arrangement
provided for under English company law. If so, it is expected that any shares to be issued under the
transaction to SABMiller shareholders would be issued in reliance upon the exemption from the
registration requirements of the USA Securities Act of 1933, as amended ("Securities Act") provided
by Section 3(a)(10) thereof and would be subject to United Kingdom disclosure requirements (which
are different from those of the USA). The transaction may instead be implemented by way of a
takeover offer under English law. If so, any securities to be issued under the transaction to SABMiller
shareholders will be registered under the Securities Act, absent an applicable exemption from
registration. If the transaction is implemented by way of United Kingdom takeover offer, it will be
done in compliance with the applicable rules under the USA Exchange Act of 1934, including any
applicable exemptions provided under Rule 14d-1(d) thereunder.
This filing shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor
shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No
offering of securities shall be made except by means of a prospectus meeting the requirements of
Section 10 of the Securities Act.
No forecasts or estimates
No statement in this Pre-listing Announcement (including any statement of estimated synergies or
costs savings) is intended as a profit forecast or estimate for any period. No statement in this Pre-
listing Announcement should be interpreted to mean that earnings or earnings per Ordinary Share
for the current or future financial years would necessarily match or exceed the historical published
earnings per Ordinary Share.
Date: 08/01/2016 05:39:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
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