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Anheuser-Busch InBev welcomes SABMiller and Newbelco shareholder approval for combination
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.
ANHEUSER-BUSCH INBEV WELCOMES SABMILLER AND
NEWBELCO SHAREHOLDER APPROVAL FOR COMBINATION
Anheuser-Busch InBev SA/NV (“AB InBev”) (Euronext: ABI) (NYSE: BUD) (MEXBOL: ABI) (JSE: ANB)
welcomes the approval of both SABMiller and Newbelco shareholders of the proposed combination between
AB InBev and SABMiller plc (“SABMiller”) (the “Combination”) at the UK Scheme Court Meeting, SABMiller
General Meeting and Newbelco General Meeting (respectively).
SABMiller shareholders voted to approve:
- the UK Scheme at the UK Scheme Court Meeting (as previously announced, Altria and BEVCO have
irrevocably undertaken pursuant to the terms of their irrevocable undertakings to separately
consent to the UK Scheme and did not vote at the UK Scheme Court Meeting); and
- the SABMiller Resolution to implement the UK Scheme at the SABMiller General Meeting.
Newbelco shareholders voted to approve the Newbelco Resolutions to approve and implement the
Combination at the Newbelco General Meeting.
Full details of all resolutions passed are set out in the notices of the UK Scheme Court Meeting and the
SABMiller General Meeting in the UK Scheme Document, and in Newbelco’s convening notice to attend the
Newbelco General Meeting, each of which are available at www.ab-inbev.com.
Following AB InBev’s announcement earlier today of the results of the AB InBev General Meeting, AB
InBev now confirms that all required shareholder approvals for the Combination have been obtained. The
expected timetable of principal events remains as announced by AB InBev earlier today.
The Combination is expected to complete on 10 October 2016, subject to the satisfaction or waiver of
certain conditions as set out in Part V of the UK Scheme Document.
Defined terms used but not defined in this announcement have the meanings set out in the scheme
document published by SABMiller on 26 August 2016 (the “UK Scheme Document”). Summaries of the
terms of the Altria Irrevocable and the BEVCO Irrevocable are set out in the UK Scheme Document.
English, French and Dutch versions of this press release will be available on www.ab-inbev.com.
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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.
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 5959
E-mail: kioanilli@brunswickgroup.com
European Shareholder Helpline – Georgeson
Free phone number 00800 3814 3814
Toll number +44 (0)117 3785 209
28 September 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 10 th 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.
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, the principal risks described on pages 16 to 17 of SABMiller’s Annual
Report and Accounts for the year ended 31 March 2016 and the risks described under “Risk Factors” of Newbelco’s
Registration Statement on Form F-4, 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.
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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, Newbelco’s 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) filed a registration statement on Form F-4, which includes a
prospectus, with the SEC on 26 August 2016. The prospectus has been 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 on Form F-4 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
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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