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Anheuser-Busch InBev Commences Exchange Offers of FBG Treasury (Aust.) Pty Notes for FBG Finance Pty Ltd Notes
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. NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES IN WHOLE OR IN PART.
Anheuser-Busch InBev Commences Exchange
Offers of FBG Treasury (Aust.) Pty Notes for FBG
Finance Pty Ltd Notes
Anheuser-Busch InBev SA/NV (“AB InBev” and “New Guarantor”) (Euronext: ABI) (NYSE: BUD) (MEXBOL: ANB) (JSE:
ANH) is pleased to announce that its subsidiary FBG Treasury Aust. Pty Ltd (ABN 80 006 865 738) (“FBG Treasury”) has
launched invitations to all eligible holders (“Noteholders”) of outstanding A$700,000,000 3.75 per cent. notes due 7
August 2020 (ISIN: AU3CB0231827) guaranteed by SABMiller Limited (formerly known as SABMiller plc) (“SABMiller”),
and issued by FBG Treasury (the “Existing Notes”) to (i) offer to exchange any and all of their Existing Notes, for new A$
denominated 3.75 per cent. notes due 7 August 2020 (the “New Notes”) to be issued by FBG Finance Pty Ltd (ABN 32
071 508 702) (the “New Issuer”) under a A$3,000,000,000 Guaranteed Medium Term Note Program (“New Program”) and
guaranteed by AB InBev (the “Exchange Offer”) and (ii) consider and, if thought fit, approve proposals (the “Proposals”),
to exchange all outstanding Existing Notes not exchanged pursuant to the Exchange Offer for New Notes, as proposed by
the Existing Issuer by means of an Extraordinary Resolution of Noteholders (the "Consent Solicitation"), all as further
described in the exchange offer and consent solicitation memorandum issued by the Existing Issuer and dated as of 14
November 2016 (the “Exchange Offer and Consent Solicitation Memorandum”).
The transactions contemplated by the Exchange Offer and the Consent Solicitation will enable AB InBev to ensure that
holders of the Existing Notes are treated on a consistent basis with holders of the New Notes issued by the New Issuer
under its New Program. It will also simplify its capital structure and centralise the New Issuer's reporting obligations under
its various debt instruments, help integrate the business operations of SABMiller Limited and its subsidiaries with the rest
of the AB InBev Group, ensure optimal access to cash and foreign currencies to service debt and provide sufficient
flexibility to undertake future transactions or reorganisations.
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The Exchange Offer and the Consent Solicitation commenced on 14 November 2016 and are expected to expire at
4:00 p.m., Sydney time, on 5 December 2016, unless extended or terminated (the “Expiration Deadline”).
Each Noteholder whose Existing Notes are accepted for exchange pursuant to the Exchange Offer will receive, on the
settlement of the Exchange Offer, which is expected to take place on or around 9 December 2016 (the "Settlement Date"),
an equal aggregate principal amount of New Notes for each A$10,000 in principal amount of Existing Notes exchanged by
the New Issuer. As interest will continue to accrue at the same rate and for the same interest periods on the New Notes
as the Existing Notes (and, accordingly, on the first interest payment date following the Settlement Date, holders of New
Notes will receive interest in respect of the period from (and including) 7 August 2016, the most recent interest payment
date in respect of the Existing Notes), no accrued interest will be paid on the Settlement Date. In order to participate in the
Exchange Offer, a beneficial holder of Notes must validly offer for exchange at least A$500,000 in principal amount of
Existing Notes (the “Minimum Exchange Amount”). Letters of Instruction in respect of the Exchange Offer may also be
submitted in respect of integral multiples of A$10,000 above the Minimum Exchange Amount.
An eligible Noteholder that does not wish to participate in the Exchange Offer, and wishes to vote, may submit a Letter of
Instruction in respect of the Consent Solicitation Resolution only. The Minimum Exchange Amount does not apply to
Letters of Instruction submitted in respect of the Consent Solicitation only. Such Letters of Instruction may be submitted in
respect of any integral multiple of A$10,000.
If the Extraordinary Resolution is approved and the Eligibility Condition (as described in the Exchange Offer and Consent
Solicitation Memorandum) satisfied, all outstanding Existing Notes not exchanged pursuant to the Exchange Offer will
also be exchanged for an equal aggregate principal amount of New Notes on the Settlement Date.
Holders participating in the Exchange Offer and/or the Consent Solicitation may be eligible to receive (in addition to any
New Notes) an early participation fee of 0.10 per cent. of the principal amount of the relevant Existing Notes (the “Early
Participation Fee”).
The deadline for receipt by the Tabulation Agent of a letter of instruction (“Letter of Instruction”) from
Noteholders wishing to (i) participate in the Exchange Offer (and therefore voting in favour of the Extraordinary
Resolution), or (ii) vote in favour of the Extraordinary Resolution only, and in each case to be eligible to receive
the Early Participation Fee (the payment of which is subject to the conditions set out in the Exchange Offer and
Consent Solicitation Memorandum) is 5.00 p.m. (Sydney Time) on 28 November 2016 (as the same may be
extended). Any Noteholder from whom a valid Letter of Instruction is received after the Early Instruction Deadline
will not be eligible to receive the Early Participation Fee.
The New Notes will be unsecured and unsubordinated obligations of the New Issuer and will rank equally with the New
Issuer's other unsecured and unsubordinated debt securities.
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LEAD DEALER MANAGERS
The Dealer Managers for the Exchange Offer and the Consent Solicitation are:
Citigroup Global Markets Limited Deutsche Bank AG, Sydney Merrill Lynch International
Citigroup Centre, Canada Square Branch 2 King Edward Street
Canary Wharf Level 16, Deutsche Bank Place London EC1A 1HQ
London E14 5LB Corner Hunter and Phillip Streets United Kingdom
United Kingdom Sydney NSW 2000
Australia
Attention: Liability Management
Group Telephone: +61 2 8258 1339 / +61 2 Telephone (Europe): +44 20 7996
Phone: +44 20 7986 8969 8258 2419 5420
Email: Attention: Head of Debt Capital Telephone (Australia): +61 2 9226
liabilitymanagement.europe@citi.com Markets 5332
Attention: Liability Management
Group
Email: DG.LM_EMEA@baml.com
DEALER MANAGER
Australia and New Zealand Banking Group Limited
Level 6, ANZ Tower 242 Pitt Street
Sydney NSW 2000
Australia
The tabulation agent and the information agent for the Exchange Offer and Consent Solicitation are: BTA Institutional
Services Australia Limited and Lucid Issuer Services Limited, respectively.
BTA Institutional Services Australia Limited Lucid Issuer Services Limited
(ABN 48002916396) Tankerton Works
Level 2, 1 Bligh Street 12 Argyle Walk
Sydney NSW 2000 London WC1H 8HA
Australia United Kingdom
Attention: Global Client Services Attention: Thomas Choquet / Yves Theis
Facsimile: +61 2 9260 6001 Phone: +44 20 7704 0880
Attention: Global Client Services Email: ab-inbev@lucid-is.com
Facsimile: +61 2 9260 6001 Website: http://library.lucid-is.com/ab-inbev
This press release is not an offer to sell or a solicitation of an offer to buy any of the securities described in it and is also
not a solicitation of the related consents. The Exchange Offer and Consent Solicitation are subject to restrictions, and may
be made solely pursuant to the terms and conditions of the Exchange Offer and Consent Solicitation Memorandum and
related materials. Before making a decision with respect to the Exchange Offer or the Consent Solicitation,
Noteholders should carefully consider all of the information in the Exchange Offer and Consent Solicitation
Memorandum.
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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.
In Australia, this press release is provided by FBG Finance Pty Ltd (ABN 32 071 508 702) and FBG Treasury (Aust.) Pty
Ltd (ABN 80 006 865 738), neither of whom hold, and are not required to hold, an Australian financial services licence. To
the extent this press release contains any financial product advice (for the purposes of the Australian Corporations Act
2001 (Cth)), it is general advice only and has been prepared without taking into account investors’ objectives, financial
situation or needs. Before acting on any such advice, investors should consider whether the advice is appropriate for their
circumstances. Where available, investors should obtain a copy of, and consider this, and any other relevant disclosure
documentation, before making any decision to acquire a financial product. No cooling-off regime is available in relation to
the offer.
In the United Kingdom, this press release is only being communicated to, and any other documents or materials relating
to the Exchange Offer are only being distributed to and are only directed at, (i) persons who are outside the United
Kingdom, (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the “Order”) or (iii) high net worth entities falling within Articles 49(2)(a) to
(d) of the Order (all such persons together being referred to as “relevant persons”) or (iv) otherwise in circumstances
where section 21 of the Financial Services and Markets Act 2000 will not be infringed. Any investment or investment
activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant
persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents.
The New Notes, and the guarantee thereof, have not been and will not be registered under the US Securities Act of 1933,
as amended (the “Securities Act”) or any relevant securities laws of any state or other jurisdiction and may not be offered
or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act.
Accordingly, the Exchange Offer and Consent Solicitation are being made, and the New Notes are being offered, only
outside the US to non-US persons in reliance on Regulation S under the Securities Act. There will be no offer of the New
Notes in the United States.
English, Dutch and French versions of this press release will be available on www.ab-inbev.com.
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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
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
14 November 2016
JSE Sponsor: Deutsche Securities (SA) Proprietary Limited
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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 and the principal risks described on
pages 16 to 17 of the Annual Report and Accounts of SABMiller Limited (formerly SABMiller plc) for the year ended 31
March 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 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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