Wrap Text
Anheuser-Busch InBev SA/NV announces participation solicitation
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” or “the Company”)
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON
LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE,
PUBLISH OR DISTRIBUTE THIS DOCUMENT.
6 May 2016
ANHEUSER-BUSCH INBEV SA/NV ANNOUNCES PARTICIPATION SOLICITATION
Anheuser-Busch InBev SA/NV
(a public limited liability company with registered office at Grand-Place/Grote Markt 1, 1000 Brussels, Belgium)
(the "Company")
announces invitation to the holders of each Series of the Notes listed below (each a "Series" and together the
"Notes")
to consent to certain modifications of the terms and conditions (the "Conditions") of the relevant Series in
connection with the proposed combination of the Company with SABMiller plc ("SABMiller"), by approving a
resolution of the holders of such Series (the "Resolution"), all as further described in the participation solicitation
memorandum dated 6 May 2016 prepared by the Company (the "Participation Solicitation Memorandum" and
such invitation, the "Participation Solicitation"). Capitalised terms used in this announcement and not otherwise
defined shall have the meanings given to them in the Participation Solicitation Memorandum.
Background to the Participation Solicitation
On 11 November 2015, the boards of the Company and SABMiller announced that an agreement had been reached
on the terms of a recommended acquisition of the entire issued and to be issued share capital of SABMiller by the
Company (the "Combination").
The Combination will be implemented by means of the acquisition of SABMiller by Newbelco ("Newbelco") (a
Belgian public limited liability company (société anonyme/naamloze vennootschap) incorporated on 3 March 2016
for the purposes of the Combination). The Company will also merge into Newbelco so that, following completion
of the Combination, Newbelco will be the new holding company for the combined group.
For the avoidance of doubt, the approval of the relevant Resolution in respect of a particular Series by the holders
of the relevant Notes is not a condition precedent to the Combination.
Key Terms and Conditions of the Participation Solicitation
Proposed Amendments
The Company has issued several series of notes pursuant to the 2016 Conditions (as defined below) as part of the
financing of the Combination and the Company is concerned to ensure that all of its Noteholders are treated on a
consistent basis, and to this end is seeking to align the Conditions with the terms and conditions set out in the base
prospectus dated 13 January 2016 under its €40,000,000,000 Euro Medium Term Note Programme (the "2016
Conditions") to allow for the Combination and to enter into Amended and Restated Final Terms in respect of each
Series of Notes in order to effect this alignment, all as further described in the Participation Solicitation
Memorandum.
Participation Fee
Pursuant to the Participation Solicitation, each Noteholder from whom a valid Block Voting Instruction or Meeting
Notification (together with a Voting Certificate) in respect of the relevant Resolution is received by the Tabulation
Agent by 5:00 p.m. (CET) on 24 May 2016 (such time and date with respect to each Series, as the same may be
extended, the "Early Instruction Deadline") and who has, in the case of a Meeting Notification, effectively voted
at the relevant Meeting on the relevant Resolution in person or through its representative, shall be entitled to receive
from the Company a Participation Fee equal to 0.15 per cent. of the nominal amount of the Notes in respect of
which such Noteholder has validly voted, subject to the relevant Resolution being passed at the relevant Meeting,
the related Adjourned Meeting or after having been homologated by the Court of Appeal of Brussels (as
applicable), and subject to the Block Voting Instruction or the Meeting Notification (together with the relevant
Voting Certificate) not having been revoked.
Noteholders may continue to submit Block Voting Instructions or Meeting Notifications (together with a Voting
Certificate) after the Early Instruction Deadline and up to the Extended Instruction Deadline but such Noteholders
will not be eligible to receive the Participation Fee in respect of those Block Voting Instructions or Meeting
Notifications.
Effect of the approval of the Proposal
In respect of each Series, the modifications to the Conditions described in the relevant Resolution will take effect
only upon the completion of the relevant Meeting (or, if applicable, the related Adjourned Meeting) or as the case
may be, once homologated by the Court of Appeal of Brussels and the signing of the Amended and Restated Final
Terms in respect of the relevant Series of Notes by the Company and the Guarantors.
Meetings
A notice (the "Notice") convening the Meetings to be held at the offices of Clifford Chance LLP, Avenue Louise 65,
1050 Brussels, Belgium on 1 June 2016 has been given to Noteholders in accordance with the Conditions on the
date of the Participation Solicitation Memorandum.
The initial Meeting (in respect of the Series 2 Notes) will commence at 10:00 a.m. (Brussels time) with subsequent
Meetings in respect of each other Series (in numerical order of Series number as set out below) being held at 15
minute intervals thereafter or after the completion of the preceding meeting (whichever is later).
General
Subject to applicable law and the relevant Meeting Provisions, the Company may, at its option and in its sole
discretion, extend, re-open, amend or waive any condition of the Participation Solicitation or the Proposal (save in
relation to the latest date for payment of the Participation Fee or the terms of the relevant Resolution), or terminate
the Participation Solicitation (either in its entirety or with respect to a particular Series), withdraw any Resolution
and subsequently cancel the relevant Meeting, at any time before the Extended Instruction Deadline (or, where
there is an Adjourned Meeting, three Business Days before the time set for any such Adjourned Meeting). Details
of any such extension, re-opening, amendment, waiver, cancellation or termination will be announced wherever
applicable as provided in the Participation Solicitation Memorandum as soon as reasonably practicable after the
relevant decision is made.
Set out below is an indicative timetable showing one possible outcome for the timing of the Participation
Solicitation, the Meetings and, if applicable, Adjourned Meetings, which will depend, among other things, on timely
receipt (and absence of revocation) of instructions, the right of the Company to extend, re-open, amend and/or
terminate the Participation Solicitation or the Proposal (either it its entirety or with respect to a particular Series)
and to withdraw a Resolution in connection with a particular Series and subsequently cancel a particular Meeting
(or related Adjourned Meeting) as described in the Participation Solicitation Memorandum and the passing of a
Resolution in connection with a particular Series at the relevant Meeting (or related Adjourned Meeting).
Accordingly, the actual timetable may differ significantly from the timetable below.
Event
Announcement of Participation Solicitation and the Proposal
Notice convening each Meeting (i) published in the Belgian State 6 May 2016.
Gazette and on the website of the London Stock Exchange via the
regulatory news service of the London Stock Exchange (ii) published
in the Belgian newspapers De Tijd and L'Echo and (iii) delivered to
the Clearing System for communication to Clearing System
Participants.
Early Instruction Deadline for Meeting
Deadline for receipt by the Tabulation Agent of (i) valid Block Voting 5:00 p.m. (CET) on 24 May 2016.
Instructions in respect of the relevant Resolution in connection with
each Series from Noteholders and (ii) valid Meeting Notifications
from Noteholders who wish to be present or represented at the relevant
Meeting otherwise than by way of a Block Voting Instruction, together
with valid Voting Certificates, for the relevant Noteholders to be
eligible for the Participation Fee.
Extended Instruction Deadline for Meeting
Deadline for receipt by the Tabulation Agent of (i) valid Block Voting 5:00 p.m. (CET) on 27 May 2016.
Instructions in respect of the relevant Resolution in connection with
each Series from Noteholders and (ii) valid Meeting Notifications
from Noteholders who wish to be present or represented at the relevant
Meeting otherwise than by way of a Block Voting Instruction, together
with valid Voting Certificates.
Meetings
Meetings to be held at the offices of Clifford Chance LLP, Avenue From 10:00 a.m. (CET) on 1 June
Louise 65, 1050 Brussels, Belgium. 2016.
Announcement of results of Meetings
Announcement of the results of each Meeting by (i) filing for 1 June 2016.
publication in the Belgian State Gazette, (ii) publication on the website
of the London Stock Exchange via the regulatory news service of the
London Stock Exchange and (iii) delivery to the Clearing System for
communication to Clearing System Participants.
Execution and Publication of Amended and Restated Final Terms
(as applicable)
Execution of Amended and Restated Final Terms in respect of any 1 June 2016.
Series of Notes for which the relevant Resolution is passed at the
Meeting and publication of such Amended and Restated Final Terms
on the website of the London Stock Exchange via the regulatory news
service of the London Stock Exchange.
Announcement of Adjourned Meetings (applicable if a particular
Meeting is not quorate)
Convening notice relating to each Adjourned Meeting (i) filed for 3 June 2016.
publication in the Belgian State Gazette and in the Belgian newspapers
De Tijd and L’Echo (ii) published on the website of the London Stock
Exchange via the regulatory news service of the London Stock
Exchange and (iii) delivered to the Clearing System for
communication to Clearing System Participants.
Response Deadline for Adjourned Meetings (if any)
Deadline for receipt by the Tabulation Agent of (i) valid Block Voting 5:00 p.m. (CET) on 21 June 2016.
Instructions in respect of the relevant Resolution, in connection with
each Series for which Adjourned Meetings have been convened, from
Noteholders and (ii) valid Meeting Notifications (together with valid
Voting Certificates) from Noteholders who wish to be present or
represented at the Adjourned Meeting otherwise than by way of a
Block Voting Instruction.
Adjourned Meetings
Adjourned Meetings (as applicable) to be held at the offices of From 10:00 a.m. (CET) on 24 June
Clifford Chance LLP, Avenue Louise 65, 1050 Brussels, Belgium. 2016.
Announcement of results of Adjourned Meetings (if any)
Announcement of the results of the Adjourned Meetings (as 24 June 2016.
applicable) by (i) filing for publication in the Belgian State Gazette,
(ii) publication on the website of the London Stock Exchange via the
regulatory news service of the London Stock Exchange and (iii)
delivery to the Clearing System for communication to Clearing System
Participants.
Execution and Publication of Amended and Restated Final Terms
(as applicable)
Execution of Amended and Restated Final Terms in respect of any 24 June 2016.
Series of Notes for which the relevant Resolution is passed at an
Adjourned Meeting and publication of such Amended and Restated
Final Terms on the website of the London Stock Exchange via the
regulatory news service of the London Stock Exchange.
Deadline for Application for homologation
Application to be made to the Court of Appeal of Brussels for 1 July 2016.
homologation of any Series of Notes (as applicable).
Execution and Publication of Amended and Restated Final Terms
(as applicable)
Execution of Amended and Restated Final Terms in respect of any As soon as practicable after the
Series of Notes for which the relevant Resolution is homologated by confirmation of homologation by the
the Court of Appeal of Brussels and publication of such Amended and Court of Appeal of Brussels is
Restated Final Terms on the website of the London Stock Exchange received by the Company.
via the regulatory news service of the London Stock Exchange.
Payment Date
As set out in more detail in "Participation Solicitation and Proposal – As soon as practicable after the date
Participation Fee" in the Participation Solicitation Memorandum, upon which the Resolution in respect
payment of the Participation Fee will be due to qualifying of each Series has been approved at
Noteholders, if the relevant Resolution is passed at the relevant the relevant Meeting (or Adjourned
Meeting, any Adjourned Meeting or, as the case may be, following Meeting) or, as the case may be,
homologation by the Court of Appeal of Brussels and subject to the homologated by the Court of Appeal
relevant Block Voting Instruction or, if applicable, Meeting of Brussels and, in any event, not
Notification and Voting Certificate not having been revoked. later than five Business Days
following the relevant Meeting (or, if
applicable, the related Adjourned
Meeting) or, as the case may be, five
Business Days after homologation by
the Court of Appeal of Brussels as
required in relation to a particular
Series.
Noteholders are advised to check with any bank, securities broker or other intermediary through which they hold
their Notes when such intermediary would need to receive instructions from a Noteholder in order for such
Noteholder to participate in, or to validly revoke their instruction to participate in, the Participation Solicitation
and/or the relevant Meeting or related Adjourned Meeting before the deadlines specified in the Participation
Solicitation Memorandum. The deadlines set by any such intermediary (including any Recognised
Accountholder) and the Clearing System Participants for the submission, instruction to submit and
revocation of Block Voting Instructions will be earlier than the relevant deadlines specified in the
Participation Solicitation Memorandum.
Relevant Notes
Outstanding nominal
Series ISIN Description amount1 Specified Denominations
2 BE0934985020 EUR 600,000,000 8.625% Notes due EUR 600,000,000 EUR 50,000 and integral
30 January 2017 multiples of EUR 1,000 in excess
thereof
3 BE0934986036 £550,000,000 9.750% Notes due 30 £550,000,000 £75,000 and integral multiples of
July 2024 £1,000 in excess thereof
8 BE6000183549 £750,000,000 6.500% Notes due 23 £750,000,000 £1,000
June 2017
9 BE6000782712 EUR 750,000,000 4.000% Notes due EUR 750,000,000 EUR 1,000
26 April 2018
10 BE6221503202 EUR 750,000,000 4.000% Notes due EUR 750,000,000 EUR 1,000
2 June 2021
11 BE6243181672 EUR 750,000,000 1.250% Notes due EUR 750,000,000 EUR 1,000
24 March 2017
12 BE6243180666 EUR 750,000,000 2.000% Notes due EUR 750,000,000 EUR 1,000
16 December 2019
13 BE6243179650 EUR 750,000,000 2.875% Notes due EUR 750,000,000 EUR 1,000
25 September 2024
14 BE6248644013 EUR 500,000,000 3.250% Notes due EUR 500,000,000 EUR 100,000 and integral
24 January 2033 multiples of EUR 1,000 in excess
thereof
15 BE6258027729 EUR 750,000,000 2.250% Notes due EUR 750,000,000 EUR 100,000 and integral
24 September 2020 multiples of EUR 1,000 in excess
thereof
16 BE6258029741 £500,000,000 4.000% Notes due 24 £500,000,000 £100,000 and integral multiples of
September 2025 £1,000 in excess thereof
17 BE6265140077 EUR 850,000,000 Floating Rate EUR 850,000,000 EUR 100,000 and integral
Notes due March 2018 multiples of EUR 1,000 in excess
thereof
18 BE6265141083 EUR 650,000,000 1.950% Notes due EUR 650,000,000 EUR 100,000 and integral
multiples of EUR 1,000 in excess
Outstanding nominal
Series ISIN Description amount1 Specified Denominations
30 September 2021 thereof
19 BE6265142099 EUR 1,000,000,000 2.700% Notes EUR 1,000,000,000 EUR 100,000 and integral
due 31 March 2026 multiples of EUR 1,000 in excess
thereof
20 BE6276038419 EUR 750,000,000 Floating Rate EUR 750,000,000 EUR 1,000
Notes due October 2018
21 BE6276039425 EUR 1,000,000,000 0.800% Notes EUR 1,000,000,000 EUR 1,000
due 20 April 2023
22 BE6276040431 EUR 1,250,000,000 1.500% Notes EUR 1,250,000,000 EUR 1,000
due 18 April 2030
1
Neither the Company nor any Guarantor holds any outstanding amount of the Notes
Further Information
A complete description of the terms and conditions of the Participation Solicitation is set out in the Participation
Solicitation Memorandum which is available to Noteholders upon request from the Tabulation Agent or from the
Company's website.
Before making a decision with respect to the Participation Solicitation, Noteholders should carefully consider
all of the information in the Participation Solicitation Memorandum and, in particular, the risk factors
described in the section entitled "Certain Considerations Relating to the Participation Solicitation and the
Meetings".
Further details about the Participation Solicitation can be obtained from:
The Solicitation Agents
BNP Paribas
10 Harewood Avenue
London NW1 6AA
United Kingdom
Telephone: +44 20 7595 8668
Attention: Liability Management Group
Email: liability.management@bnpparibas.com
Deutsche Bank AG, London Branch
Winchester House
1 Great Winchester Street
London EC2N 2DB
United Kingdom
Telephone: +44 20 7545 8011
Attention: Liability Management Group
Email: liability.management@db.com
ING Bank NV, Belgian Branch
Avenue Marnixlaan 24
B-1000 Brussels
Belgium
Telephone: +31 20 563 2132
Attention: Liability Management Team
Email: liabilitymanagement@ing.be
The Tabulation Agent
Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
United Kingdom
Tel: +44 20 7704 0880
Fax: +44 20 3004 1590
Attention: Thomas Choquet / Yves Theis
Email: ab-inbev@lucid-is.com
None of the Solicitation Agents, the Tabulation Agent or any of their respective agents accepts any responsibility
for the information contained in this announcement and none of the Company, the Solicitation Agents, the
Tabulation Agent, or any of their respective directors, employees or affiliates makes any representation or
recommendation whatsoever regarding the Participation Solicitation. This announcement must be read in
conjunction with the Participation Solicitation Memorandum. No offer to acquire any Notes is being made pursuant
to this announcement. This announcement and the Participation Solicitation Memorandum contain important
information, which should be read carefully before any decision is made with respect to the Participation
Solicitation. If any Noteholder is in any doubt as to the action it should take, it is recommended to seek its own
advice, including as to any tax consequences, from its stockbroker, bank manager, solicitor, accountant or other
independent advisor.
Solicitation Restrictions
This announcement and the Participation Solicitation Memorandum do not constitute an offer to purchase Notes or
the solicitation of an offer to sell Notes. The Participation Solicitation will not apply to Noteholders in any
jurisdiction in which such solicitation is unlawful. In those jurisdictions where the securities or other laws require
the Participation Solicitation to be made by a licensed broker or dealer, any actions in connection with the
Participation Solicitation shall be deemed to be made on behalf of the Company by the Solicitation Agents (if they
are licensed brokers or dealers in those jurisdictions) or one or more registered brokers or dealers licensed under the
laws of such jurisdiction. The distribution of the Participation Solicitation Memorandum in certain jurisdictions
may be restricted by law. Persons into whose possession the Participation Solicitation Memorandum comes are
required by the Company, the Guarantors, the Solicitation Agents and the Tabulation Agent to inform themselves
about, and to observe, any such restrictions.
6 May 2016
Sponsor: Deutsche Securities SA Proprietary Limited
Date: 06/05/2016 08:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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