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Anheuser-Busch InBev to Redeem Three Series of Senior Notes due 2017
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: ANB
NYSE ADS Code: BUD
JSE Share Code: ANH
ISIN: BE0974293251
(“AB InBev”)
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 to Redeem Three Series of Senior Notes due 2017
Anheuser-Busch InBev SA/NV (“AB InBev”) (Euronext: ABI) (NYSE: BUD) (MEXBOL: ANB) (JSE: ANH)
today announced that AB InBev and its wholly-owned subsidiaries, Anheuser-Busch InBev Finance Inc.
(“ABIFI”) and SABMiller Holdings Inc. (“Holdings”, and together with AB InBev and ABIFI, the “Issuers”),
are exercising their respective options to redeem in full the entire outstanding principal amount of the
following series of notes on 9 December 2016 (the “Redemption Date”):
Aggregate Title of Series of
Principal Notes (collectively,
Amount (mm) the “Notes”) Issuer CUSIP or ISIN Nos.
1.125% Notes due Anheuser-Busch InBev
USD 1 200 03524B AC0
2017 Finance Inc.
2.450% Notes due U7787R AB7
USD 2 000 SABMiller Holdings Inc.
2017 78573A AB6
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Aggregate Title of Series of
Principal Notes (collectively,
Amount (mm) the “Notes”) Issuer CUSIP or ISIN Nos.
8.625% Notes due Anheuser-Busch InBev
EUR 600 BE0934985020
2017 SA/NV
The Notes will be redeemed in accordance with the terms and conditions of the applicable Notes and, as
applicable, the Indenture, dated as of 17 January 2013, by and among ABIFI, AB InBev, the subsidiary
guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee, the Fiscal
and Paying Agency Agreement, dated as of 17 January 2012, by and among Holdings, SABMiller Limited
(formerly SABMiller plc), as guarantor, and The Bank of New York Mellon, as fiscal agent and London
paying agent, and as principal paying agent, registrar and transfer agent or the Domiciliary and Belgian
Paying Agency Agreement, dated as of 16 January 2009, by and among AB InBev, the subsidiary
guarantors named therein and BNP Paribas Fortis SA/NV, as domiciliary agent, Belgian paying agent and
calculation agent (together, the “Notes Documents”). Capitalized terms used but not otherwise defined
herein shall have the meanings assigned to such terms in the relevant Notes Document.
The 1.125% Notes due 2017 (the “1.125% Notes”) and the 2.450% Notes due 2017 (the “2.450% Notes”,
and together, the “USD Notes”) will be redeemed in full on the Redemption Date at a make-whole
redemption price in an amount equal to the greater of (i) 100% of the aggregate principal amount of the
Notes and (ii) as determined by the Independent Investment Banker, the sum of the present values of the
remaining scheduled payments of principal and interest on the Notes to be redeemed (not including any
portion of such payments of interest accrued to the Redemption Date) discounted to the Redemption
Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the
Treasury Rate (as defined in the applicable Note Document), plus 5 basis points for the 1.125% Notes, or
plus 25 basis points, for the 2.450% Notes (the “USD Redemption Price”), plus, in each case, accrued
and unpaid interest on the principal amount being redeemed to, but not including, the Redemption Date.
The 8.625% Notes due 2017 (the “EUR Notes”) will be redeemed in full on 9 December 2016 at a make-
whole price in an amount equal to the sum, as determined by the Calculation Agent, of the present values
of the remaining scheduled payments of principal and interest on the Notes to be redeemed (not including
any portion of such payments of interest accrued to the date of redemption) discounted to the Optional
Redemption Date on an annual basis (assuming a 360-day year) at the Reference Rate (as defined in the
Conditions) plus 85 basis points (the "EUR Redemption Price").
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On the Redemption Date, (i) the Notes will no longer be deemed outstanding, (ii) the USD Redemption
Price and the EUR Redemption Price will become due and payable on the USD Notes and EUR Notes,
respectively, and, (iii) unless the Company defaults in making payment of the USD Redemption Price or
EUR Redemption Price, as applicable, interest on the Notes called for redemption shall cease to accrue
on and after the Redemption Date.
The trustee, the fiscal and paying agent and domiciliary agent are transmitting to registered holders of the
Notes the Issuers’ notices of redemption containing information required by the terms and conditions of
the Notes and the applicable Notes Documents.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities
nor will there be any sale of these securities in any state or other jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any
such state or other jurisdiction.
English, Dutch and French versions of this press release will be available on www.ab-inbev.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: ANB) and South Africa (JSE: ANH) stock exchanges and
with American Depositary Receipts on the New York Stock Exchange (NYSE: BUD). Our Dream is to
bring people together for a better world. Beer, the original social network, has been bringing people
together for thousands of years. We are committed to building great brands that stand the test of time and
to brewing the best beers using the finest natural ingredients. Our diverse portfolio of well over 400 beer
brands includes global brands Budweiser®, Corona® and Stella Artois®; multi-country brands Beck’s®,
Castle®, Castle Lite®, Hoegaarden® and Leffe®; and local champions such as Aguila®, Antarctica®,
Bud Light®, Brahma®, Cass®, Chernigivske®, Cristal®, Harbin®, Jupiler®, Klinskoye®, Michelob Ultra®,
Modelo Especial®, Quilmes®, Victoria®, Sedrin®, Sibirskaya Korona® and Skol®. Our brewing heritage
dates back more than 600 years, spanning continents and generations. From our European roots at the
Den Hoorn brewery in Leuven, Belgium. To the pioneering spirit of the Anheuser & Co brewery in St.
Louis, US. To the creation of the Castle Brewery in South Africa during the Johannesburg gold rush. To
Bohemia, the first brewery in Brazil. Geographically diversified with a balanced exposure to developed
and developing markets, we leverage the collective strengths of approximately 200,000 employees based
in more than 50 countries worldwide. In 2015, on a combined pro forma basis, AB InBev realized
55.5 billion US dollar in revenues (excluding JVs and associates).
Visit us @ www.ab-inbev.com
Like us @ www.facebook.com/ab-inbev
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Follow us @ www.twitter.com/abinbevnews
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
Fixed Income Investors
Gabriel Ventura
Tel: +1-212-478-7031
E-mail: gabriel.ventura@ab-inbev.com
10 November 2016
JSE Sponsor: Deutsche Securities (SA) Proprietary Limited
Notes
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. 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 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 the Annual Report and Accounts of SABMiller Limited (formerly SABMiller plc) for the year
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ended 31 March 2016, and the risks described under “Risk Factors” of AB InBev’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.
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, reports furnished on Form 6-K,
AB InBev’s Registration Statement on Form F-4 and any other documents that AB InBev or SABMiller
Limited (formerly SABMiller plc) 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.
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Date: 10/11/2016 08:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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