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SABMILLER PLC - Additional Amounts Guarantee by SABMiller Holdings Inc. and Solicitation of Consents

Release Date: 04/08/2016 15:45
Code(s): SAB     PDF:  
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Additional Amounts Guarantee by SABMiller Holdings Inc. and Solicitation of Consents

SABMiller plc
JSEALPHA CODE: SAB
ISSUER CODE: SOSAB
ISIN CODE: GB0004835483

(the "Company")


4 August, 2016


Additional Amounts Guarantee by SABMiller Holdings Inc. and Solicitation of Consents Relating
to the $300,000,000 of 6.625% Guaranteed Notes due 15 August, 2033 (the "Notes")

Rule 144A Note CUSIP No. 78572MAA3 / ISIN US78572MAA36
Regulation S Note CUSIP No. G77395AA2 / ISIN USG77395AA27

On 4 August, 2016, SABMiller plc announced that its wholly-owned subsidiary SABMiller
Holdings Inc. (the “Successor Additional Amounts Guarantor”) provided a Successor Additional
Amounts Guarantee in relation to the Notes. The Successor Additional Amounts Guarantee is a
guarantee of the Company’s obligation to pay certain amounts related to withholding tax that may
be due on payments by the Company of interest and principal on the Notes.

The Company also announced the commencement of a consent solicitation relating to the Notes
as described in a solicitation statement dated 4 August, 2016 issued to holders of the Notes (the
"Solicitation Statement"). The Company is seeking a consent to certain amendments and waivers
in respect of the Fiscal and Paying Agency Agreement, the terms and conditions of the Notes and
the Successor Additional Amounts Guarantee.

The purpose of the consent solicitation is, among other things, to (1) designate the Successor
Additional Amounts Guarantor as the “US Guarantor” under the Notes and release MillerCoors
LLC from its Additional Amounts Guarantee and (2) add a covenant to the terms and conditions
of the Notes requiring the Company to take commercially reasonable efforts to register the Notes
for resale under the U.S. Securities Act of 1933, as amended, within six months of the date on
which the ABI Transaction is consummated, as described in more detail in the Solicitation
Statement. The consent solicitation will expire on 11 August, 2016, unless it is withdrawn or
extended.

J.P. Morgan Securities LLC is acting as Solicitation Agent for the consent solicitation. Global
Bondholder Services Corporation is acting as Information and Tabulation Agent. Any questions or
requests for assistance may be directed to the Solicitation Agent or the Information and
Tabulation Agent at their respective addresses/telephone numbers set out below. Requests for
copies of the Solicitation Statement and other related materials should be directed to the
Information and Tabulation Agent.

The Solicitation Statement contains important information and should be read carefully before any
decision is made by holders of the Notes with respect to the consent solicitation referred to
above. The Solicitation is not being made in any jurisdiction where the conduct of the Solicitation
would violate applicable law. This announcement does not constitute a recommendation
regarding the consent solicitation. All terms used but not defined herein are as defined in the
Solicitation Statement.

SABMiller plc


Solicitation Agent

J.P. Morgan Securities LLC

Liability Management Group
383 Madison Avenue
                                                 -2-

New York, New York 10179

Call Toll-Free in the US (866) 834-4666
Call Collect in the US (212) 834-8395

Information and Tabulation Agent.

Global Bondholder Services Corporation

65 Broadway – Suite 404
New York, New York 10006
Attn: Corporate Actions

+1 (212) 430-3774
Call Toll-Free in the US (866)-924-2200

contact@gbsc-usa.com

SABMiller plc

+44 (0) 1483 264 000

David Mallac
Group Treasurer
SABMiller plc

Philip Learoyd
Head of Funding and Risk Management
SABMiller plc

This announcement does not constitute an offer to sell or issue or the solicitation of an offer to
buy or acquire securities of SABMiller plc or any of its affiliates in any jurisdiction or an
inducement to enter into investment activity.

A copy of the Solicitation Statement has been submitted to the National Storage Mechanism and
will be available for inspection at http://www.morningstar.co.uk/uk/NSM in due course.

About SABMiller plc

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. The group also has a growing soft drinks
business as one of the world’s largest bottlers of Coca-Cola drinks.

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.


Sponsor: J.P. Morgan Equities South Africa (Pty) Ltd
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Date: 04/08/2016 03:45:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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