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ANHEUSER-BUSCH INBEV SA/NV - Anheuser-Busch InBev announces that its controlling shareholders have agreed to extend their Shareholders Agreement

Release Date: 13/04/2016 08:30
Code(s): ANB     PDF:  
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Anheuser-Busch InBev announces that its controlling shareholders have agreed to extend their Shareholders Agreement

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
JSE Share Code: ANB
ISIN: BE0003793107
NYSE ADS Code: BUD
ISIN: US03524A1088


The enclosed information constitutes regulated information as defined in the Belgian Royal Decree of 14 November
2007 regarding the duties of issuers of financial instruments which have been admitted for trading on a regulated
market.

Anheuser-Busch InBev announces that its controlling shareholders
have agreed to extend their Shareholders Agreement with an
additional term of 10 years until 2034, subject to completion of
the proposed acquisition of SABMiller

Since 2004, a Shareholders Agreement between Stichting Anheuser-Busch InBev, EPS, EPS Participations, BRC and
Rayvax Société d'Investissements has provided for equal voting and control rights of BRC and EPS over Stichting
Anheuser-Busch InBev and indirectly, over the Anheuser-Busch InBev shares held by such controlling shareholders.
As at 31 December 2015, Stichting Anheuser-Busch InBev and the entities acting in concert with it together held
52.77% of the voting rights of Anheuser-Busch InBev, with 41.28% being held by Stichting Anheuser-Busch InBev
itself. The controlling shareholders' structure of Anheuser-Busch InBev is described in the company's annual report.


Anheuser-Busch InBev (Euronext: ABI) (NYSE: BUD) (MEXBOL: ABI) (JSE: ANB) was informed that its controlling
shareholders have entered into an amended and restated Shareholders Agreement on 11 April 2016. The amendment
and restatement provides that, upon (and subject to) the completion of the reverse merger of Anheuser-Busch InBev
into the Belgian company which will be the surviving entity of the group following the acquisition of SABMiller plc, the
term of the Shareholders Agreement will be extended by an additional ten years until 27 August 2034.


Dutch and French translations of this release will be published on www.ab-inbev.com.
CONTACT

Media                                                           Investors

Marianne Amssoms                                                Graham Staley
Tel: +1-212-573-9281                                            Tel: +1-212-573-4365
E-mail: marianne.amssoms@ab-inbev.com                           E-mail: graham.staley@ab-inbev.com

Karen Couck                                                     Heiko Vulsieck
Tel: +1-212-573-9283                                            Tel: +32-16-27-68-88
E-mail: karen.couck@ab-inbev.com                                E-mail: heiko.vulsieck@ab-inbev.com

Kathleen Van Boxelaer                                           Lauren Abbott
Tel: +32-16-27-68-23                                            Tel: +1-212-573-9287
E-mail: kathleen.vanboxelaer@ab-inbev.com                       E-mail: lauren.abbott@ab-inbev.com

13 April 2016
JSE Sponsor: Deutsche Securities (SA) Proprietary Limited

About Anheuser-Busch InBev

Anheuser-Busch InBev is a publicly traded company (Euronext: ABI) based in Leuven, Belgium, with secondary
listings on the Mexico (MEXBOL: ABI) and South Africa (JSE: ANB) stock exchanges and with American Depositary
Receipts on the New York Stock Exchange (NYSE: BUD). It is the leading global brewer and one of the world’s top five
consumer products companies. Beer, the original social network, has been bringing people together for thousands of
years and the company’s portfolio of well over 200 beer brands continues to forge strong connections with consumers.
This includes global brands Budweiser®, Corona® and Stella Artois®; 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®. Anheuser-Busch InBev’s dedication to quality goes back to a brewing tradition of more than 600 years and
the Den Hoorn brewery in Leuven, Belgium, as well as the pioneering spirit of the Anheuser & Co brewery, with origins
in St. Louis, USA since 1852. Geographically diversified with a balanced exposure to developed and developing
markets, Anheuser Busch InBev leverages the collective strengths of more than 150,000 employees based in 26
countries worldwide. In 2015, AB InBev realized 43.6 billion US dollar revenue. The company strives to be the Best
Beer Company Bringing People Together For a Better World. For more information, please visit: www.ab-inbev.com.
NOTES

Cautionary note regarding forward-looking statements
This press release 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 release include statements relating to AB InBev’s proposed
acquisition of SABMiller 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 Anheuser-Busch InBev described under Item 3.D of its Annual Report on Form 20-F
(“Form 20-F”) filed with the US Securities and Exchange Commission on 14 March 2016. 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, the SABMiller 6-K and other 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 realized or, even if substantially realized, 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
Newbelco (a Belgian limited liability company 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 US investors
US holders of SABMiller shares should note that the steps of any transaction requiring approval by SABMiller shareholders may be
implemented under a UK 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 US Securities Act of 1933, provided by Section 3(a)(10) thereof and would be subject to UK disclosure
requirements (which are different from those of the United States). 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 US Securities Act, absent an applicable exemption from registration. If the transaction is implemented by way of UK
takeover offer, it will be done in compliance with the applicable rules under the US 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 of 1933, as amended.

Date: 13/04/2016 08:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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