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Anheuser-Busch InBev and SABMiller announce expected timetable and next steps in recommended combination
SABMiller plc
JSEALPHA CODE: SAB
ISSUER CODE: SOSAB
ISIN CODE: GB0004835483
2 August 2016
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
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
Anheuser-Busch InBev and SABMiller announce expected timetable and next
steps in recommended combination
SABMiller confirms that, following satisfaction of the pre-conditions to the recommended business
combination with Anheuser-Busch InBev SA/NV (“AB InBev”) as announced on 29 July 2016,
SABMiller and AB InBev have agreed an expected timetable for the implementation of the
combination.
The expected timetable envisages publication of the UK scheme document as well as the other key
transaction documents on 26 August 2016, shareholder meetings of AB InBev and SABMiller being
held on 28 September 2016 and completion of the combination on 10 October 2016. Further details
are set out below.
Completion of the combination remains subject to a number of conditions including approval of AB
InBev and SABMiller shareholders. Full details of the terms and conditions of the combination will be
set out in the transaction documents.
AB InBev intends that on 2 August 2016 it will file with the Brussels commercial registry a document
relating to the Belgian merger of AB InBev into Newbelco SA/NV (the “Merger Terms”). The Belgian
merger comprises one of the three key steps in the implementation of the combination. In addition to
setting out details of the Belgian merger, the Merger Terms contain further details of the expected
timetable (as summarised below) and further background on AB InBev’s strategic rationale for the
combination and its strategic intentions for the combined group post-completion.
The subsequent step of the implementation process is a hearing of the UK Court as part of the UK
scheme of arrangement (the “UK Scheme Directions Hearing”). At the UK Scheme Directions
Hearing SABMiller will determine with the UK Court whether, for the purposes of voting at the UK
Scheme Court Meeting, Altria and/or BEVCO should be treated as one class along with all the other
SABMiller shareholders (in which case all SABMiller shareholders would vote together in one
meeting) or as part of a separate class or classes (in which case the different classes would vote, or
agree to the UK scheme, separately). SABMiller has stated its intention to ask the UK Court to treat
Altria and BEVCO as a separate class. The UK Scheme Directions Hearing is expected to take place
on 22 August 2016 at the Companies Court, The Rolls Building, 7 Rolls Buildings, Fetter Lane,
London EC4A 1NL, UK, and the time of the hearing will be set out on HM Courts & Tribunals
Service’s website at www.justice.gov.uk/courts/court-lists. SABMiller shareholders have the right to
attend in person or through counsel and make representations at the hearing.
Expected timetable of principal events:
Event Expected date
Publication of Merger Terms 2 August 2016
UK Scheme Directions Hearing 22 August 2016
Publication of other transaction documents to AB InBev, 26 August 2016
SABMiller and Newbelco shareholders
AB InBev General Meeting, SABMiller UK Scheme Court 28 September 2016
Meeting, SABMiller General Meeting and Newbelco
General Meeting
UK Scheme Court Sanction Hearing and last day of 5 October 2016
dealings in SABMiller shares
Belgian Offer opens and closes 7 October 2016
Latest time for making or revising elections for the Cash 7 October 2016
Consideration or Partial Share Alternative
Belgian Merger becomes effective and combination 10 October 2016
completes
New listing of the combined group on Euronext Brussels, 11 October 2016
and secondary listings on the Johannesburg Stock
Exchange, the Mexico Stock Exchange and the listing of
Newbelco ADSs on the New York Stock Exchange
The above expected dates are subject to change and will depend on, among other things, the date on
which the UK Court sanctions the UK scheme.
Further details of the implementation process, including further detail of the expected timetable and
the action to be taken by AB InBev shareholders and SABMiller shareholders will be included in the
other transaction documents when published, expected on 26 August 2016.
Terms used but not defined in this announcement have the meaning given in the joint announcement
of AB InBev and SABMiller on 11 November 2015.
ENDS
Notes to editors
SABMiller is in the beer and soft drinks business, bringing refreshment and sociability to millions of
people all over the world who enjoy our drinks. The company does business in a way that improves
livelihoods and helps build communities.
SABMiller is passionate about brewing and has a long tradition of craftsmanship, making superb beer
from high quality natural ingredients. Our local beer experts brew more than 200 beers from which a
range of special regional and global brands have been carefully selected and nurtured.
SABMiller is a FTSE-10 company, with shares trading on the London Stock Exchange, and a
secondary listing on the Johannesburg Stock Exchange. At 31 March 2016, the group employed
around 70,000 people in more than 80 countries, from Australia to Zambia, Colombia to the Czech
Republic, and South Africa to the USA. Every minute of every day, more than 140,000 bottles of
SABMiller beer are sold around the world.
In the year ended 31 March 2016, SABMiller sold 331 million hectolitres of lager, soft drinks and other
alcoholic beverages, generating group net producer revenue of US$24,149 million and EBITA of
US$5,810 million.
Enquiries
SABMiller plc
t: +44 20 7659 0100
Christina Mills Richard Farnsworth Gary Leibowitz
Director, Group Communications Group Media Relations Director,
and Reputation SABMiller plc Investor Engagement
SABMiller plc T +44 7734 776 317 SABMiller plc
T +44 20 7659 0105 T +44 20 7659 0119
Disclosure requirements of the Takeover Code (the “Code”)
Under Rule 8.3(a) of the 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 3 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 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, 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 http://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. If you are in any doubt as to whether you are required to make an Opening Position
Disclosure or a Dealing Disclosure, you should contact the Panel’s Market Surveillance Unit on +44
(0)20 7638 0129.
Publication on Website
A copy of this announcement will be made available on www.sabmiller.com by no later than 12 noon
(London time) on 2 August 2016.
You may request a hard copy of this announcement by contacting SABMiller’s company secretary on
+44 (0) 1483 264000. You may also request that all future documents, announcements and
information to be sent to you in relation to the offer should be in hard copy form.
Sponsor: J.P. Morgan Equities South Africa (Pty) Ltd
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