Wrap Text
Revised and Final Offer for Sabmiller Plc by Anheuser-Busch Inbev SA/NV
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”)
REVISED AND FINAL OFFER FOR SABMILLER PLC BY ANHEUSER-BUSCH INBEV SA/NV
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 TO TRADING
ON A REGULATED MARKET
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
THE FOLLOWING ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS
OR PROSPECTUS EQUIVALENT DOCUMENT AND INVESTORS SHOULD NOT MAKE ANY
INVESTMENT DECISION IN RELATION TO NEWCO SHARES EXCEPT ON THE BASIS OF
THE INFORMATION IN THE TRANSACTION DOCUMENTS WHICH ARE PROPOSED TO BE
PUBLISHED IN DUE COURSE
- Anheuser-Busch InBev SA/NV (“AB InBev”) has decided to announce the following revised
and final terms of its offer to acquire the entire issued and to be issued share capital of
SABMiller (the “Transaction”).
- Except as otherwise stated in this Announcement, all of the terms and conditions of the
Transaction, including the Pre-Conditions and the Conditions (set out in Appendices 1 and 2
to the 11 November 2015 Announcement (“11 November 2015 Announcement”),
respectively), remain as announced on 11 November 2015.
- Pursuant to the revised and final terms of the Transaction, each SABMiller Shareholder will
now be entitled to receive:
For each SABMiller Share: £45.00 in cash (the “Cash Consideration”)
- The revised Cash Consideration represents an increase of £1.00 per SABMiller Share over
the £44.00 Cash Consideration set out in the 11 November 2015 Announcement. The
revised Cash Consideration further represents:
o a premium of approximately 53% to SABMiller’s closing share price of £29.34
on 14 September 2015 (being the last Business Day prior to renewed
speculation of an approach from AB InBev); and
o a premium of approximately 39% to SABMiller’s three month volume weighted
average share price of £32.31 to 14 September 2015.
- Pursuant to the revised and final terms of the Partial Share Alternative, SABMiller
Shareholders will now be entitled to elect to receive:
For each SABMiller Share: £4.6588 in cash (the “cash element”)
and
0.483969 Restricted Shares (the “exchange ratio”)
in lieu of the full cash consideration to which they would otherwise be entitled under the
Transaction (subject to scaling back in accordance with the terms of the Partial Share
Alternative as set out in the 11 November 2015 Announcement).
The revised Partial Share Alternative is equivalent to a value of £51.14 per SABMiller Share
on 25 July 2016. The stated value of the revised Partial Share Alternative is calculated
before taking account of any discount for the unlisted nature of the Restricted Shares and
the restrictions on transfer that will apply to them (as set out in the 11 November 2015
Announcement and as will be described in more detail in the Transaction Documents).
- The revised Partial Share Alternative represents, as at 25 July 2016:
o a premium of approximately 74% to SABMiller’s closing share price of £29.34
on 14 September 2015 (being the last Business Day prior to renewed
speculation of an approach from AB InBev); and
o a premium of approximately 58% to SABMiller’s three month volume weighted
average share price of £32.31 to 14 September 2015.
- The Transaction values SABMiller’s entire issued and to be issued share capital at
approximately £79 billion, as at 25 July 2016.
- AB InBev confirms that this offer is final and that it will not further increase the Cash
Consideration or the cash element or the exchange ratio of the Partial Share Alternative.
- As AB InBev has announced separately, regulatory approvals have been obtained in the
EU, in the US and in South Africa, comprising satisfaction of each of the Pre-Conditions to
the Transaction other than the clearance from MOFCOM in the People’s Republic of China
(as set out in paragraph (c) of Appendix 1 to the 11 November 2015 Announcement) which
remains outstanding as at the date of this Announcement. AB InBev has now obtained
approval in 22 jurisdictions. Clearance decisions, with or without conditions, have now been
obtained: in North America (US and Canada); in Asia-Pacific (Australia, India and South
Korea); in Africa (Botswana, Kenya, Namibia, Swaziland, Zambia, Zimbabwe and South
Africa); in Europe (the EU, Albania, Moldova, Turkey and Ukraine); and in Latin America
(Chile, Colombia, Ecuador, Uruguay and Mexico). In the remaining jurisdictions where
regulatory clearance is still pending, AB InBev will continue to engage proactively with the
relevant authorities to address their concerns in order to obtain the necessary clearances as
quickly as possible.
- AB InBev has irrevocable undertakings from Altria Group, Inc. and BEVCO Ltd., the largest
shareholders in SABMiller, to vote in favour of the SABMiller Resolutions proposed at the
UK Scheme Court Meeting and the SABMiller General Meeting (or to consent to be bound
by the UK Scheme) and to elect for the Partial Share Alternative in respect of their entire
beneficial holdings of 430,000,000 and 225,000,000 SABMiller Shares respectively,
representing in aggregate approximately 40.38% of SABMiller’s issued share capital at the
close of business on 30 June 2016. In the event that elections for the Partial Share
Alternative would require more than 326,000,000 Restricted Shares and £3,138,153,064 in
cash then such elections will be scaled back pro rata to the size of such elections (or as
near thereto as AB InBev in its absolute discretion considers practicable). Further details of
these irrevocable undertakings and other irrevocables obtained in relation to the transaction
are set out in paragraph 19 and Appendix 4 to the 11 November 2015 Announcement,
including the circumstances in which the irrevocable undertakings cease to be binding.
- The Belgian Offer and the Belgian Merger will each require the approval of the AB InBev
Shareholders. The AB InBev Directors consider the Belgian Offer and the Belgian Merger to
be in the best interests of AB InBev and the AB InBev Shareholders as a whole and intend
unanimously to recommend that AB InBev Shareholders vote in favour of the AB InBev
Resolutions to be proposed at the AB InBev General Meeting which will be convened in
connection with the Transaction.
- AB InBev continues to focus on completing the combination as quickly as practicable.
- The AB InBev Directors have received financial advice from Lazard in relation to the
Transaction. In providing its advice to the AB InBev Directors, Lazard has relied upon the
AB InBev Directors’ commercial assessment of the Transaction.
- AB InBev intends to finance the cash consideration payable to SABMiller Shareholders
pursuant to the Transaction from existing cash resources and third party debt. In
accordance with Rule 2.7(d) of the City Code, Lazard, as lead financial adviser to AB InBev,
is satisfied that sufficient resources are available to AB InBev to satisfy in full the cash
consideration payable pursuant to the terms of the Transaction. Further information on the
financing of the Transaction will be set out in the UK Scheme Document.
- In accordance with Rule 32.2 of the City Code, if any dividend or other distribution is
announced, declared, made or paid in respect of the SABMiller Shares on or after the date
of this Announcement and prior to the UK Scheme Effective Date, other than a Permitted
Dividend, or in excess of any Permitted Dividend, AB InBev shall reduce the Consideration
by the amount of all or part of any such excess, in the case of a Permitted Dividend, or
otherwise by the amount of all or part of any such dividend or other distribution. In
calculating the amount of any such reduction, the value of a Restricted Share shall be
calculated by reference to the value of 0.483969 of an AB InBev Share (as at the close of
business on the last Business Day prior to any announcement of a reduction in
Consideration) and the amount of any dividend not denominated in sterling shall be
converted into sterling at the prevailing exchange rate (as quoted from Bloomberg at 4.30
pm BST on the same date).
This Announcement should be read in conjunction with the full text of the 11 November
2015 Announcement (including the Appendices). The Transaction is subject to the Pre-
Conditions and the Conditions and certain further terms set out in Appendices 1 and 2 to
the 11 November 2015 Announcement, and to the full terms and conditions which will be
set out in the Transaction Documents. Appendix 1 to this Announcement contains
sources and bases of certain information contained in this Announcement. Appendix 7 to
the 11 November 2015 Announcement contains the definitions of certain terms used in
this Announcement.
Transaction Microsite
Further information, including all documents related to the Transaction can be found at:
www.globalbrewer.com.
English, Dutch and French versions of this press release will be available on www.ab-
inbev.com.
Enquiries:
AB InBev
Media
Marianne Amssoms Tel: +1 212 573 9281
E-mail: marianne.amssoms@ab-inbev.com
Karen Couck Tel: +1 212 573 9283
E-mail: karen.couck@ab-inbev.com
Kathleen Van Boxelaer Tel: +32 16 27 68 23
E-mail: kathleen.vanboxelaer@ab-inbev.com
Investors
Graham Staley Tel: +1 212 573 4365
E-mail: graham.staley@ab-inbev.com
Heiko Vulsieck Tel: +32 16 27 68 88
E-mail: heiko.vulsieck@ab-inbev.com
Lauren Abbott Tel: +1 212 573 9287
E-mail: lauren.abbott@ab-inbev.com
AB InBev Financial Advisers
Lazard – Lead Financial Adviser
Alexander Hecker / Mario Skoff Tel: +1 212 632 6000
William Rucker / Richard Shaw / Tel: +44 20 7187 2000
Marcus Taylor / Charlie Foreman
Deutsche Bank - Financial Adviser and Tel: +44 20 7545 8000 / +27 11 775 7000
Corporate Broker
Bruce Evans / Bob Douglas / Simon Denny
Andrew Tusa / Ben Lawrence / Simon
Hollingsworth
Barclays – Financial Adviser Tel: +44 207 623 2323
Wilco Faessen / Gary Posternack / Mark Todd
BNP Paribas – Financial Adviser Tel: +44 20 7595 2000
Eric Jacquemot / Bjorn De Carro
Merrill Lynch International – Financial Tel: +44 20 7628 1000
Adviser
Federico Aliboni / Michael Findlay / Geoff Iles
Standard Bank – Financial Adviser in Tel: +27 11 721 8119
relation to Africa matters
Fradreck Shoko / Ian Carton / Clive Potter
AB InBev Communications Adviser - Brunswick
Steve Lipin (Brunswick Group US) Tel: +1 212 333 3810
E-mail: slipin@brunswickgroup.com
Richard Jacques (Brunswick Group UK) Tel: +44 20 7404 5959
E-mail: rjacques@brunswickgroup.com
Freshfields Bruckhaus Deringer LLP, Cravath, Swaine & Moore, Sullivan & Cromwell LLP and
Clifford Chance LLP are retained as legal advisers to AB InBev.
Important notices relating to financial advisers
Lazard is acting exclusively as lead 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 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 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 & Co., Limited is authorised and regulated in the United Kingdom by the Financial
Conduct Authority.
Deutsche Bank AG is authorised under German Banking Law (competent authority: European
Central Bank) and, in the United Kingdom, by the Prudential Regulation Authority. It is subject to
supervision by the European Central Bank and by BaFin, Germany’s Federal Financial
Supervisory Authority, and is subject to limited regulation in the United Kingdom by the
Prudential Regulation Authority and Financial Conduct Authority. Details about the extent of its
authorisation and regulation by the Prudential Regulation Authority, and regulation by the
Financial Conduct Authority, are available on request or from
www.db.com/en/content/eu_disclosures.htm.
Deutsche Bank AG, acting through its London branch (“DB”), is acting as financial adviser and
corporate broker to AB InBev and no other person in connection with this Announcement or its
contents. DB will not be responsible to any person other than AB InBev for providing any of the
protections afforded to clients of DB, nor for providing any advice in relation to any matter
referred to herein. Without limiting a person’s liability for fraud, neither DB 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 tort, under statute or
otherwise) to any person who is not a client of DB in connection with this Announcement, any
statement contained herein or otherwise.
Barclays Bank PLC, acting through its Investment Bank (“Barclays”), which is authorised by the
Prudential Regulation Authority and regulated by the Financial Conduct Authority and the
Prudential Regulation Authority in the United Kingdom, is acting as financial adviser exclusively
for AB InBev and no one else in connection with the matters referred to in this Announcement
and is not, and will not be responsible to anyone other than AB InBev for providing the
protections afforded to clients of Barclays nor for giving advice in connection with the matters
referred to in this Announcement.
BNP Paribas is incorporated in France with limited liability under registration no. 662 042 449
RCS Paris and has its Registered Office at 16 boulevard des Italiens, 75009 Paris, France. 662
042 449 RCS Paris. BNP Paribas is lead supervised by the European Central Bank (ECB) and
the Autorité de Contrôle Prudentiel et de Résolution (ACPR). BNP Paribas London Branch is
registered in England and Wales under no. FC13447 and has its Registered Office at 10
Harewood Avenue, London NW1 6AA. BNP Paribas London Branch is authorised by the ECB,
the ACPR and the Prudential Regulation Authority and is subject to regulation by the Financial
Conduct Authority and Prudential Regulation Authority for activities carried out in and from the
United Kingdom. Details about the extent of such authorisation and regulation by the Prudential
Regulation Authority, and regulation by the Financial Conduct Authority are available on request.
Please note that BNP Paribas is acting exclusively for AB InBev and no one else in connection
with the subject matter of this Announcement, and will not be responsible to anyone other than
AB InBev for providing the protections afforded to clients of BNP Paribas or for providing advice
in relation to the subject matter of this Announcement.
Merrill Lynch International, a subsidiary of Bank of America Corporation (“Merrill Lynch
International”), which is authorised by the Prudential Regulation Authority and regulated by the
FCA and the Prudential Regulation Authority in the UK, is acting exclusively 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 its clients or for providing advice in relation to the
Transaction or any other matters referred to in this Announcement.
The Standard Bank of South Africa Limited (“Standard Bank”) is authorised under South
African Banking Law and regulated by the South African Reserve Bank. Standard Bank is
acting as financial adviser to AB InBev only in relation to certain Africa related matters arising in
connection with this Announcement and, in particular, is not advising AB InBev in relation to
compliance under the Takeover Code. Standard Bank is not acting for anybody else in
connection with the matters referred to in this 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
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 Announcement, any statement contained or referred to
herein or otherwise.
Further information
This Announcement is for information purposes only and is not intended to, and does not,
constitute or form part of any offer or invitation, or the solicitation of an offer or invitation, to
purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the
solicitation of any vote or approval in any jurisdiction pursuant to the Transaction or otherwise
nor shall there be any sale, issuance or transfer of securities of AB InBev, Newco or SABMiller
pursuant to the Transaction in any jurisdiction in contravention of applicable laws. The
Transaction will be implemented solely pursuant to the terms of the Transaction Documents,
which will contain the full terms and conditions of the Transaction, including details of how to
vote in respect of the Transaction. Any decision in respect of, or other response to, the
Transaction should be made only on the basis of the information contained in the Transaction
Documents. This Announcement does not constitute a prospectus or prospectus equivalent
document.
AB InBev reserves the right to elect (with the consent of the Panel and subject to the terms of
the Co-operation Agreement and the irrevocable undertakings described in paragraph 19 to the
11 November 2015 Announcement) to implement the first step of the Transaction by way of a
UK Offer and to make any necessary consequential changes to the Proposed Structure. In such
event, such UK Offer will be implemented on the same terms, so far as applicable, as those
which would apply to the UK Scheme, subject to appropriate amendments to reflect the change
in method of effecting the Transaction, including (without limitation and subject to the consent of
the Panel and the terms of the Co-operation Agreement and the irrevocable undertakings
described in paragraph 19 to the 11 November 2015 Announcement) an acceptance condition
that is set at 90 per cent. (or such lesser percentage, as AB InBev may decide): (i) in nominal
value of the shares to which such UK Offer would relate? and (ii) of the voting rights attached to
those shares, and that is subject to AB InBev and/or (with the consent of the Panel) any
members of the AB InBev Group having acquired or agreed to acquire, whether pursuant to the
UK Offer or otherwise, shares carrying more than 50 per cent. of the voting rights normally
exercisable at a general meeting of SABMiller, including, for this purpose, any such voting rights
attaching to SABMiller Shares that are unconditionally allotted or issued before the UK Offer
becomes or is declared unconditional as to acceptances, whether pursuant to the exercise of
any outstanding subscription or conversion rights or otherwise.
Information relating to SABMiller Shareholders
Please be aware that addresses, electronic addresses and certain other information provided by
SABMiller Shareholders, persons with information rights and other relevant persons for the
receipt of communications from SABMiller may be provided to AB InBev during the UK Offer
Period as required under Section 4 of Appendix 4 of the City Code.
Overseas jurisdictions
The release, publication or distribution of this Announcement in jurisdictions other than the
United Kingdom may be restricted by law and therefore any persons who are subject to the laws
of any jurisdiction other than the United Kingdom should inform themselves about, and observe
any applicable requirements. In particular, the ability of persons who are not resident in the
United Kingdom to vote their SABMiller Shares with respect to the UK Scheme at the UK
Scheme Court Meeting, to execute and deliver forms of proxy appointing another to vote at the
UK Scheme Court Meeting on their behalf or to hold or vote Newco Shares, may be affected by
the laws of the relevant jurisdictions in which they are located. This Announcement has been
prepared for the purpose of complying with English law and the City Code and the information
disclosed may not be the same as that which would have been disclosed if this Announcement
had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.
Unless otherwise determined by AB InBev or required by the City Code, and permitted by
applicable law and regulation, the Transaction will not be made available, directly or indirectly,
in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction
and no person may vote in favour of the Transaction by any such use, means, instrumentality or
form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a
violation of the laws of that jurisdiction. Accordingly, copies of this Announcement and any
formal documentation relating to the Transaction are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted
Jurisdiction and persons receiving such documents (including custodians, nominees and
trustees) must not mail or otherwise forward, distribute or send them in or into or from any
Restricted Jurisdiction. If the Transaction is implemented, among other steps, by way of a UK
Offer (unless otherwise permitted by applicable law and regulation), the UK Offer may not be
made directly or indirectly, in or into, or by the use of mails or any means or instrumentality
(including, but not limited to, facsimile, e-mail or other electronic transmission, telex or
telephone) of interstate or foreign commerce of, or of any facility of a national, state or other
securities exchange of any Restricted Jurisdiction and the UK Offer may not be capable of
acceptance by any such use, means, instrumentality or facilities.
The availability of the Initial Shares and/or the Restricted Shares under the Transaction to
SABMiller Shareholders who are not resident in the United Kingdom or the ability of those
persons to continue to hold such shares may be affected by the laws or regulatory requirements
of the relevant jurisdictions in which they are resident. Persons who are not resident in the
United Kingdom should inform themselves of, and observe, any applicable legal or regulatory
requirements.
The Cash Consideration and the cash element of the Partial Share Alternative are priced in
pounds sterling. However, SABMiller Shareholders on the South African register will, as
required, receive any cash consideration due to them under the terms of the Transaction in
South African Rand. The Transaction Documents will include further details in relation to this
currency exchange.
Further details in relation to SABMiller Shareholders in overseas jurisdictions will be contained
in the UK Scheme Document.
Additional US information
The Transaction relates to the shares of a UK company and a Belgian company and is subject
to UK procedural and disclosure requirements and Belgian law requirements that are different
from those of the US. Any financial statements or other financial information included in this
Announcement may have been prepared in accordance with non-US accounting standards that
may not be comparable to the financial statements of US companies or companies whose
financial statements are prepared in accordance with generally accepted accounting principles
in the US. It may be difficult for US holders of shares to enforce their rights and any claims they
may have arising under the US federal securities laws in connection with the Transaction, since
AB InBev, Newco and SABMiller are each located in a country other than the US, and some or
all of their officers and directors may be residents of countries other than the United States. As a
result, it may not be possible for investors to effect service of process upon such persons or to
enforce against them a judgment obtained in US courts. Original actions or actions for the
enforcement of judgments of US courts relating to the civil liability provisions of the federal or
state securities laws of the United States may not be directly enforceable in Belgium or
elsewhere outside the United States.
Investors should be aware that AB InBev or Newco may purchase or arrange to purchase
SABMiller Shares otherwise than under any takeover offer or scheme of arrangement related to
the Transaction, such as in open market or privately negotiated purchases.
The first part of the implementation of the Transaction is intended to be carried out under a
scheme of arrangement provided for under English company law (which requires the approval
of the SABMiller Shareholders). If so, it is expected that any Initial Shares to be issued pursuant
to the UK Scheme to SABMiller Shareholders would be issued in reliance upon the exemption
from the registration requirements of the US Securities Act, provided by Section 3(a)(10)
thereof.
The first part of the implementation of the Transaction may, in the circumstances provided for in
this Announcement, instead be carried out by way of a takeover offer under English law. If so,
any securities to be issued under the first part of the Transaction will be registered under the US
Securities Act, absent any applicable exemption from registration. If the first part of the
implementation of the Transaction is carried out by way of UK takeover offer, it will be done in
compliance with the applicable rules under the US Exchange Act, including any applicable
exemptions provided under Rule 14d-1(d) thereunder.
Investors are urged to read any documents related to the Transaction filed, furnished or to be
filed or furnished with the SEC because they will contain important information regarding the
Transaction and any related offer of securities. Such documents will be available free of charge
at the SEC’s web site at www.sec.gov and from AB InBev at www.ab-inbev.com.
Cautionary note regarding forward-looking statements
This Announcement, oral statements made regarding the Transaction, and any other information
published by AB InBev, SABMiller and Newco, contain certain forward-looking statements with
respect to the financial condition, results of operations and businesses of AB InBev, Newco and
SABMiller and their respective Groups, and certain plans and objectives of AB InBev and
Newco with respect to the Combined Group. All statements other than statements of historical
fact are forward-looking statements. Forward-looking statements are prospective in nature and
are not based on historical facts, but rather on current expectations and projections of the
management of AB InBev, Newco and SABMiller about future events, and are therefore subject
to risks and uncertainties which could cause actual results to differ materially from the future
results expressed or implied by the forward-looking statements. The forward-looking statements
contained in this Announcement include statements relating to the expected effects of the
Transaction on AB InBev, Newco and/or SABMiller, the expected timing and scope of the
Transaction and other statements other than historical facts. Often, but not always, forward-
looking statements can be identified by the use of forward-looking words such as “plans”,
“expects” or “does not expect”, “is subject to”, “budget”, “scheduled”, “estimates”, “forecasts”,
“intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and
phrases or statements that certain actions, events or results “may”, “could”, “should”, “would”,
“might” or “will” be taken, occur or be achieved. Although AB InBev, Newco and SABMiller
believe that the expectations reflected in such forward-looking statements are reasonable, AB
InBev, Newco and SABMiller can give no assurance that such expectations will prove to be
correct. By their nature, forward-looking statements involve risk and uncertainty because they
relate to events and depend on circumstances that will occur in the future. There are a number
of factors that could cause actual results and developments to differ materially from those
expressed or implied by such forward-looking statements. These factors include the satisfaction
of the remaining Pre-Condition and the Conditions; the ability to realise the anticipated benefits
and synergies of the Transaction, including as a result of a delay in completing the Transaction
or difficulty in integrating the businesses of the companies involved; the ability to obtain the
regulatory approvals related to the Transaction and the ability to satisfy any conditions required
to obtain such approvals; the continued availability of financing; any change of control
provisions in agreements to which AB InBev or SABMiller is a party that might be triggered by
the Transaction; the impact of foreign exchange rates; the performance of the global economy;
the capacity for growth in beer, alcoholic beverage markets and non-alcoholic beverage
markets; the consolidation and convergence of the industry, its suppliers and its customers; the
effect of changes in governmental regulations; disruption from the Transaction making it more
difficult to maintain relationships with customers, employees, suppliers, associates or joint
venture partners as well as governments in the territories in which the SABMiller Group and the
AB InBev Group operate; and the success of AB InBev, SABMiller and/or Newco in managing
the risks involved in the foregoing, as well as additional factors, including the risks relating to AB
InBev described under Item 3.D of its Annual Report on Form 20-F filed with the SEC on 14
March 2016. Other unknown or unpredictable factors could cause actual results to differ
materially from those in the forward-looking statements. Any forward-looking statements should
therefore be construed in the light of such factors. None of AB InBev, Newco or SABMiller, nor
any of their respective associates or directors, officers or advisers, provides any representation,
assurance or guarantee that the occurrence of the events expressed or implied in any forward-
looking statements in this Announcement will actually occur. You are cautioned not to place
undue reliance on these forward-looking statements. Each forward-looking statement speaks
only as of the date of this Announcement. None of AB InBev, the AB InBev Group, SABMiller or
the SABMiller Group undertakes any obligation to publicly update or revise any forward-looking
statement as a result of new information, future events or otherwise, except to the extent legally
required. In light of these risks, results could differ materially from those stated, implied or
inferred from the forward-looking statements contained in this Announcement.
All forward-looking statements contained in this Announcement are expressly qualified in their
entirety by the cautionary statements contained or referred to in this section, 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. Readers should not place undue reliance on forward-looking
statements. For a discussion of important factors which could cause actual results to differ from
forward-looking statements relating to SABMiller and the SABMiller Group, refer to SABMiller’s
Annual Report and Accounts for the year ended 31 March 2016. These risk factors expressly
qualify all forward-looking statements contained in this Announcement and should also be
considered by the reader.
Rounding
Certain figures included in this Announcement have been subjected to rounding adjustments.
Accordingly, figures shown for the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures
that precede them.
No forecasts or estimates
No statement in this 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
Announcement should be interpreted to mean that earnings or earnings per AB InBev Share,
Newco Share or per SABMiller Share for the current or future financial years would necessarily
match or exceed the historical published earnings per AB InBev Share, per Newco Share or per
SABMiller Share.
Disclosure requirements of the City Code
Under Rule 8.3(a) of the City Code, any person who is interested in 1% or more of any class of
relevant securities of an offeree company or of any securities exchange offeror (being any
offeror other than an offeror in respect of which it has been announced that its offer is, or is
likely to be, solely in cash) must make an Opening Position Disclosure following the
commencement of the offer period and, if later, following the announcement in which any
securities exchange offeror is first identified. An Opening Position Disclosure must contain
details of the person’s interests and short positions in, and rights to subscribe for, any relevant
securities of each of: (i) the offeree company and (ii) any securities exchange offeror(s). An
Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later
than 3.30 pm (London time) on the 10th Business Day following the commencement of the offer
period and, if appropriate, by no later than 3.30 pm (London time) on the 10th Business Day
following the announcement in which any securities exchange offeror is first identified. Relevant
persons who deal in the relevant securities of the offeree company or of a securities exchange
offeror prior to the deadline for making an Opening Position Disclosure must instead make a
dealing disclosure.
Under Rule 8.3(b) of the City Code, any person who is, or becomes, interested in 1% or more of
any class of relevant securities of the offeree company or of any securities exchange offeror
must make a dealing disclosure if the person deals in any relevant securities of the offeree
company or of any securities exchange offeror. A dealing disclosure must contain details of the
dealing concerned and of the person’s interests and short positions in, and rights to subscribe
for, any relevant securities of each of: (i) the offeree company and (ii) any securities exchange
offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A
dealing disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30
pm (London time) on the Business Day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal
or informal, to acquire or control an interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single person for the purpose of Rule
8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror
and dealing disclosures must also be made by the offeree company, by any offeror and by any
persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening
Position Disclosures and dealing disclosures must be made can be found in the Disclosure
Table on the Takeover Panel’s website at www.thetakeoverpanel.org.uk, including details of the
number of relevant securities in issue, when the offer period commenced and when any offeror
was first identified. You should contact the Panel’s Market Surveillance Unit on +44 (0)20 7638
0129 if you are in any doubt as to whether you are required to make an Opening Position
Disclosure or a dealing disclosure.
Time
All times shown in this Announcement are London times, unless otherwise stated.
Appendix 1
SOURCES OF INFORMATION AND BASES OF CALCULATION
In this Announcement:
1. All references to SABMiller Shares are to SABMiller ordinary shares of US$0.10 each.
2. The aggregate value of the Transaction of approximately £79 billion is calculated based
on the fully diluted share capital of SABMiller of 1,657,262,457 SABMiller Shares,
assuming that Altria and BEVCO elect for the Partial Share Alternative in respect of their
entire beneficial holdings of 430,000,000 and 225,000,000 SABMiller Shares
respectively and all other SABMiller Shareholders elect for the Cash Consideration.
3. The value of the Partial Share Alternative of £51.14 in respect of each SABMiller Share
is calculated by reference to the value of £46.48 per Restricted Share (based on the
value of 0.483969 of an AB InBev Share valued at €114.80 as at the close of business
on 25 July 2016 and GBP:EUR exchange rate of 1.1954 which was derived from data
provided by Bloomberg as at 4.30pm BST on 25 July 2016) and £4.6588 in cash. The
stated value of the Partial Share Alternative is calculated before taking account of any
discount for the unlisted nature of the Restricted Shares and the restrictions on transfer
that will apply to them (as set out in the 11 November 2015 Announcement).
4. The fully diluted share capital of SABMiller of 1,657,262,457 SABMiller Shares is
calculated on the basis of:
(A) SABMiller’s issued share capital as at the close of business on 30 June 2016 of
1,622,117,877 SABMiller Shares (excluding 57,976,623 treasury shares); and
(B) 46,228,377 SABMiller Shares (excluding 51,645 cash settled options and stock
appreciation rights) which may be issued on or after the date of this
Announcement on the exercise of options or vesting of awards under the
SABMiller Share Plans, netted off against 11,083,797 SABMiller Shares held in
SABMiller’s Employee Benefit Trust as at the close of business on 30 June
2016.
5. Unless otherwise stated, all prices quoted for SABMiller Shares have been derived from
the Daily Official List of the London Stock Exchange and represent closing middle
market prices on the relevant date.
6. Unless otherwise stated, all prices quoted for AB InBev Shares have been derived from
Bloomberg and represent closing middle market prices on the relevant date.
7. Unless otherwise stated:
(A) historical financial information relating to AB InBev has been extracted or
derived (without material adjustment) from the audited financial statements of
AB InBev contained in AB InBev’s Annual Report and Accounts and Form 20-F
for the financial year ended 31 December 2015 or from AB InBev’s
management sources; and
(B) historical financial information relating to SABMiller has been extracted or
derived (without material adjustment) from the audited financial statements of
SABMiller contained in SABMiller’s Annual Report and Accounts for the
financial year ended 31 March 2016.
8. Certain figures included in this Announcement have been subject to rounding
adjustments.
9. Volume weighted average prices are derived from Bloomberg data and based on the
volume weighted intra-day volume weighted average price.
26 July 2016
Sponsor: Deutsche Securities (SA) Proprietary Limited
Date: 26/07/2016 08:44:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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