Wrap Text
Anheuser-Busch InBev announces publication of transaction documents for the recommended combination with SABMiller
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.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM
ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT
LAWS OR REGULATIONS OF THAT JURISDICTION.
This announcement is an advertisement and not a prospectus or a prospectus equivalent document.
Investors should not purchase or subscribe for any shares referred to in this announcement except on the
basis of information in the documents relating to the UK Scheme, the Belgian Offer and the Belgian Merger
(including the prospectuses referred to in this announcement) which are published by Anheuser-Busch
InBev SA/NV, SABMiller plc or Newbelco SA/NV (as the case may be).
ANHEUSER-BUSCH INBEV ANNOUNCES PUBLICATION OF
TRANSACTION DOCUMENTS FOR THE RECOMMENDED
COMBINATION WITH SABMILLER
Anheuser-Busch InBev SA/NV (“AB InBev”) (Euronext: ABI) (NYSE: BUD) (MEXBOL: ABI) (JSE: ANB)
today announces the publication of the transaction documents in connection with its recommended
combination with SABMiller plc (“SABMiller”).
The expected timetable of principal events is set out below.
Defined terms used but not defined in this announcement have the meanings set out in the scheme
document published by SABMiller today (the “Scheme Document”).
Transaction documents
The suite of transaction documents comprises documents published by each of AB InBev, SABMiller and
Newbelco SA/NV (“Newbelco”) relating to each step of the implementation of the combination as set out
below. The documents contain important information for the shareholders of AB InBev, SABMiller and
Newbelco in relation to the combination, including details of the action to be taken by shareholders. The
key documents being published today are listed below. Copies of these documents will be available,
subject to certain restrictions relating to persons resident in restricted jurisdictions, on AB InBev’s website
www.ab-inbev.com and on www.globalbrewer.com.
Step 1: the UK Scheme
* the UK scheme document published by SABMiller which contains, among other things, the full terms
and conditions of the UK Scheme, the recommendation of the boards of directors of SABMiller and AB
InBev, together with details of the actions to be taken by SABMiller shareholders
* the South African Offer Prospectus published by Newbelco for South African shareholders of SABMiller
which contains, among other things, information relating to Newbelco, a description of the Transaction
and risk factors relating to Newbelco and the Transaction
* the reports issued by Newbelco and by Deloitte LLP in its capacity as statutory auditor of Newbelco
relating to the contribution-in-kind of the SABMiller shares to Newbelco under the UK Scheme for the
purposes of Belgian law
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Step 2: the Belgian Offer
* the Belgian Offer Prospectus published by AB InBev in relation to the Belgian Offer which contains,
among other things, the full terms and conditions of the Belgian Offer, the recommendation of the
board of directors of AB InBev, as well as information about AB InBev and Newbelco
* the Belgian Offer Response Memorandum adopted by Newbelco in relation to the Belgian Offer which
contains, among other things, a description of the combination and an assessment of the Belgian Offer
by the board of directors of Newbelco
Step 3: the Belgian Merger
* the common merger terms which describe, among other things, the structure and rationale of the
transaction, the exchange ratio, as well as the terms and consequences of the Belgian Merger (this
document was already made available on 2 August 2016)
* the reports issued by each of AB InBev and Newbelco in relation to the Belgian Merger and which
contain, among other things, the full terms and conditions of the Belgian Merger and the
recommendation of the boards of directors of AB InBev and Newbelco, as well as the reports issued by
Deloitte LLP in its capacity as statutory auditor to Newbelco in relation to the Belgian Merger
* the F-4 Registration Statement to be filed by Newbelco with the U.S. Securities and Exchange
Commission which contains or incorporates, among other things, market and industry and business
information relating to AB InBev and SABMiller, a description of the combination, risk factors relating
to the combination and Newbelco, selected historical financial data of AB InBev and SABMiller,
management discussion and analysis of the results of operations of AB InBev and SABMiller and
illustrative unaudited pro forma financial information
Admission to trading of Newbelco shares
* the Belgian Listing Prospectus published by Newbelco in connection with the proposed admission of the
ordinary shares in Newbelco on Euronext Brussels NV/SA which contains, among other things,
business information relating to AB InBev and SABMiller, a description of the combination and
Newbelco and risk factors relating to the combination and Newbelco
General meeting of AB InBev
* the convening notice to the AB InBev Shareholders of the extraordinary general meeting of AB InBev
to be held on 28 September 2016 and where the AB InBev Shareholders will vote to approve, among
other things, the Belgian Merger and the Belgian Offer.
Expected timetable
Below is an indicative timetable of expected dates for certain principal events relating to the Transaction.
All references to times are to London time unless otherwise stated.
Event Time and/or date(1)
Latest time for SABMiller Shareholders to lodge 9.00 a.m. on 26 September 2016(2)
BLUE Forms of Proxy and registering proxy
appointments electronically for the UK Scheme
Court Meeting
Latest time for SABMiller Shareholders to lodge 9.15 a.m. on 26 September 2016(3)
WHITE Forms of Proxy and registering proxy
appointments electronically for the SABMiller
General Meeting
Voting Record Time 6.30 p.m. on 26 September 2016(4)
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AB InBev General Meeting 9.00 a.m. (Brussels time) on 28 September 2016
UK Scheme Court Meeting 9.00 a.m. on 28 September 2016
SABMiller General Meeting 9.15 a.m. on 28 September 2016(5)
Newbelco General Meeting 11.00 a.m. (Brussels time) on 28 September 2016
Last day to trade in SABMiller Shares on the South 29 September 2016
African Register
Suspension of listing of SABMiller Shares on the At start of day on 30 September 2016(6)
Johannesburg Stock Exchange
UK Scheme Court Sanction Hearing 4 October 2016(7)
Last day of dealings in, and for registration of 4 October 2016
transfers of, and disablement in CREST of,
SABMiller Shares on the UK Register
UK Scheme Record Time 6.00 p.m. on 4 October 2016
Expected UK Scheme Effective Time 6.15 p.m. on 4 October 2016
Delisting of SABMiller Shares on the London Stock by 8.00 a.m. on 5 October 2016
Exchange and the Johannesburg Stock Exchange
Capital Increase, issue of Initial Newbelco Shares to 6 October 2016
SABMiller Shareholders and the Re-registration
Belgian Offer opens 8 a.m. (9 a.m. Brussels time) on 7 October 2016
Latest time for lodging, changing/amending the 6 p.m. (7 p.m. Brussels time) on 7 October 2016(8)
GREEN Form of Election or for making an
Electronic Election
Belgian Offer Closes 6 p.m. (7 p.m. Brussels time) on 7 October 2016
Reclassification and Consolidation By 11 a.m. (12 p.m. Brussels time) on 8 October
2016
Belgian Merger (between AB InBev and Newbelco) 7 p.m. (8 p.m. Brussels time) on 10 October 2016
becomes effective
New Ordinary Shares listed and commencement of At opening of markets on 11 October 2016
dealings in the New Ordinary Shares on Euronext
Brussels, the Johannesburg Stock Exchange and
the Mexico Stock Exchange, and listing of
Newbelco ADSs on the NYSE
Last date for despatch of cheques, electronic funds 13 October 2016
transfers and crediting of CREST and the STRATE
system accounts for cash proceeds due under the
Belgian Offer
Long Stop Date 11 May 2017(9)
Notes:
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(1) All times shown are London times unless otherwise stated. The dates and times given are indicative only and are based on AB InBev’s
and SABMiller’s current expectations and may be subject to change. If any of the times and/or dates above change, the revised times
and/or dates will be notified to SABMiller Shareholders by announcement through a Regulatory Information Service, on SENS and in the
usual South African business newspapers for announcements of this nature.
(2) The BLUE Form of Proxy for the UK Scheme Court Meeting may, alternatively, be handed to Equiniti or the Chairman of the UK Scheme
Court Meeting before the start of the UK Scheme Court Meeting (or any adjournment thereof). However, if possible, SABMiller
Shareholders are requested to lodge the BLUE Forms of Proxy at least 48 hours before the time appointed for the UK Scheme Court
Meeting.
(3) The WHITE Form of Proxy for the SABMiller General Meeting must be lodged with the relevant SABMiller Registrar by no later than
9.15 a.m. on 26 September 2016 in order for it to be valid, or, if the SABMiller General Meeting is adjourned, no later than 48 hours before
the time fixed for the holding of the adjourned meeting. If the WHITE Form of Proxy is not returned by such time, it will be invalid.
(4) If either SABMiller Meeting is adjourned, the Voting Record Time for the adjourned SABMiller Meeting will be 6.30 p.m. on the date which
is two days before the date set for the adjourned SABMiller Meeting.
(5) To commence at the time fixed or, if later, immediately after the conclusion or adjournment of the UK Scheme Court Meeting.
(6) SABMiller Shares on the South African Register cannot be rematerialized or dematerialized from the commencement of trade on
30 September 2016.
(7) Or, if later, not later than 30 Business Days after the satisfaction or waiver of all of the Conditions other than the Post Scheme Sanction
Conditions and the Condition set out in paragraph (a)(iii) of Part (A) of Part V of the Scheme Document (or such later date as SABMiller and
AB InBev may agree and the UK Court may allow). In such event, the events in this timetable which are scheduled to occur after the UK
Scheme Court Sanction Hearing will be postponed accordingly.
(8) As at the close of trading on the last day of dealings in SABMiller Shares prior to the UK Scheme Effective Time, there may be unsettled,
open trades for the sale and purchase of SABMiller Shares within the CREST system. The SABMiller Shares that are the subject of such
unsettled trades will be treated under the UK Scheme in the same way as any other SABMiller Share registered in the name of the relevant
seller under that trade. Consequently, SABMiller Shareholders on the SABMiller Register at the UK Scheme Record Time with SABMiller
Shares linked to an election for the Partial Share Alternative will receive the Initial Newbelco Shares in accordance with the terms of the
UK Scheme. PLEASE NOTE THAT NO TRANSFERS OF RESTRICTED NEWBELCO SHARES WILL BE PERMITTED FOLLOWING COMPLETION TO
SETTLE ANY UNSETTLED TRADES DUE TO THE RESTRICTIONS ON THE TRANSFERABILITY OF THE RESTRICTED NEWBELCO SHARES, AS
DESCRIBED IN PARAGRAPH 3 OF APPENDIX V OF THE SCHEME DOCUMENT. CONSEQUENTLY, PRIOR TO MAKING AN ELECTION FOR THE
PARTIAL SHARE ALTERNATIVE, SABMILLER SHAREHOLDERS SHOULD NOTE THAT THEY WILL BE UNABLE TO FULFIL ANY OBLIGATION TO
DELIVER RESTRICTED NEWBELCO SHARES TO A RELEVANT BUYER UNDER AN UNSETTLED TRADE IN THE CREST SYSTEM.
(9) This is the latest date by which the Transaction must become effective unless SABMiller and AB InBev agree, and (if required) the UK Court
and the Panel allow, a later date.
English, French and Dutch versions of this press release will be available on www.ab-inbev.com.
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ANALYST CONFERENCE CALL AND WEBCAST
Following today’s announcement, AB InBev Chief Executive Officer Carlos Brito and Chief Financial Officer
Felipe Dutra will host a conference call for analysts to discuss the recommended combination with
SABMiller.
Analyst Conference Call and Webcast on Tuesday, August 30, 2016:
3.00pm Brussels / 2.00pm London / 9.00am New York
Call details
Webcast (listen-only mode)
http://cache.merchantcantos.com/webcast/webcaster/4000/7464/16531/65300/Lobby/default.htm
Analyst Conference call (with interactive Q&A)
To participate in the conference call Q&A session, please dial in to the call 10-15 minutes prior to start
time using the following details:
US Conference Number: +1 (800) 230-1092
International Conference Number: +1 (612) 234-9960
Please note that the accompanying slides will be made available via the webcast, available and for
download on AB InBev’s website under the Investors tab and www.globalbrewer.com.
For those unable to listen to the live broadcast, a replay of the webcast and a transcript of the call will be
archived and available on AB InBev’s website under the Investors tab and www.globalbrewer.com.
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.
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CONTACTS
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
AB InBev Communications Adviser – Brunswick
Steve Lipin (Brunswick Group US)
Tel: +1 212 333 3810
E-mail: slipin@brunswickgroup.com
Katie Ioanilli (Brunswick Group UK)
Tel: +44 20 7404 5353
E-mail: kioanilli@brunswickgroup.com
European Shareholder Helpline – Georgeson
Free phone number 00800 3814 3814
Toll number +44 (0)117 3785 209
26 August 2016
JSE Sponsor: Deutsche Securities (SA) Proprietary Limited
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NOTES
Disclosure requirements of 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 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(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.
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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 business combination with SABMiller (including with respect to the expected timing and scope of
these transactions), 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 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
AB 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 (“SEC”) on 14 March 2016 and in the Registration Statement on Form F-4, which includes a
prospectus, expected to be filed with the SEC on 26 August 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 Registration Statement on Form F-4, reports furnished on
Form 6-K, and any other documents that AB InBev, SABMiller or Newbelco 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 connection with the business combination of AB InBev and SABMiller, Newbelco SA/NV (a Belgian limited liability
company formed for the purposes of such transaction) expects to file a registration statement on Form F-4, which
includes a prospectus, with the SEC on 26 August 2016. The prospectus will be mailed to the holders of American
Depositary Shares of AB InBev and holders of ordinary shares of AB InBev (other than holders of ordinary shares of AB
InBev who are non-U.S. persons (as defined in the applicable rules of the SEC)). INVESTORS ARE URGED TO READ THE
PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC WHEN THEY BECOME
AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT AB INBEV, SABMILLER, NEWBELCO, THE
TRANSACTION AND RELATED MATTERS. Investors will be able to obtain a free copy of the prospectus and other such
filings without charge, on 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 is expected to be implemented under a UK scheme of arrangement provided for under English company
law. As such, it is expected that any shares to be issued under the transaction to SABMiller shareholders will 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 will 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.
Additional Information
This communication is for informational purposes only. 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. This
communication is not a substitute for the registration statement being filed on 26 August 2016 with the SEC or any
other document relating to the combination that may be published by AB InBev, SABMiller or Newbelco. The
combination, including the Belgian merger of AB InBev into Newbelco, has not yet commenced. 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.
The making of an offer of securities in relation to the combination to specific persons who are residents in, or nationals
or citizens of, certain jurisdictions or to custodians, nominees or trustees of such persons may be made only in
accordance with the laws of the relevant jurisdiction. It is the responsibility of those shareholders wishing to accept an
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offer to inform themselves of and ensure compliance with the laws of their respective jurisdictions in relation to the
proposed combination.
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Date: 26/08/2016 08:35:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
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