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Anheuser-Busch InBev announces an invitation by its subsidiary SABMiller Holdings Inc.
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”)
FOR DISTRIBUTION ONLY OUTSIDE THE UNITED STATES TO PERSONS OTHER THAN "U.S. PERSONS" (AS
DEFINED IN REGULATION S OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT")). NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY
PERSON LOCATED OR RESIDENT IN, ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE,
PUBLISH OR DISTRIBUTE THIS DOCUMENT.
14 November 2016
ANHEUSER-BUSCH INBEV SA/NV
(a public limited liability company with registered office at
Grand Place/Grote Markt 1, 1000 Brussels, Belgium)
announces an invitation by its subsidiary
SABMILLER HOLDINGS INC.
(incorporated with limited liability in the State of Delaware)
(the "Issuer")
to eligible holders of the Issuer's Notes listed in the table below
guaranteed by SABMiller Limited
(formerly known as SABMiller plc) (the "Guarantor")
(the "Notes")
ISIN Description Outstanding principal amount
XS0862091955 €1,000,000,000 1.875 per cent. Notes due January 2020 issued €1,000,000,000
by SABMiller Holdings Inc. and guaranteed by SABMiller
Limited (formerly known as SABMiller plc)
Anheuser-Busch InBev SA/NV (the "New Issuer") announces that its subsidiary SABMiller Holdings Inc. (the "Issuer") is
inviting eligible holders of its outstanding notes listed in the table above (the "Notes") to consider and, if thought fit, approve the
Proposals, being the substitution of the Issuer and the Guarantor and certain modifications of the terms and conditions (the
"Conditions") of the Notes and related documents by means of an extraordinary resolution of Noteholders (an "Extraordinary
Resolution"), all as further described in the consent solicitation memorandum dated 14 November 2016 prepared by the Issuer
(the "Consent Solicitation Memorandum", and the invitation to eligible holders of the Notes set out therein, the "Consent
Solicitation"). Capitalised terms used in this announcement and not otherwise defined shall have the meanings given to them in
the Consent Solicitation Memorandum.
Background to the Consent Solicitation
On 10 October 2016, the business combination between the Guarantor and the New Issuer (the "Transaction") was completed.
Following the completion of the Transaction, the New Issuer began implementing an internal reorganisation of the AB InBev
Group, with the reorganisation intended to 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.
The New Issuer is conducting the Consent Solicitation to ensure that holders of the Notes are treated on a consistent basis with
holders of Notes issued by the New Issuer, which will be pari passu with the New Issuer's other unsecured and unsubordinated
debt securities, to simplify its capital structure, and to centralise the New Issuer's reporting obligations under its various debt
instruments. In order to achieve this, the Issuer is being substituted with the New Issuer, the guarantor structure is being amended
and the Conditions of the Notes are being replaced with the New Conditions, which are aligned with those of the existing Euro
Medium Note Programme of the New Issuer.
In connection with these aims, the AB InBev Group is also conducting concurrent liability management exercises in respect of
other debt securities issued by members of the SABMiller Group as follows:
(a) a consent solicitation and exchange offer in respect of certain series of securities governed by New York law, pursuant to
which existing holders of such debt securities are being invited to approve certain amendments to the terms of the
securities and exchange their securities for securities issued by Anheuser-Busch InBev Worldwide Inc. which will be
guaranteed by certain AB InBev Group companies; and
(b) a consent solicitation and exchange offer in respect of one series of securities governed by the laws of the State of
Victoria, Australia, pursuant to which existing holders of such debt securities are being invited to approve the exchange
of their securities for securities issued under a new Australian Medium Term Note programme which will be guaranteed
by the New Issuer.
For the avoidance of doubt, neither the Consent Solicitation nor the implementation of the Proposals is conditional upon the
abovementioned liability management exercises in respect of SABMiller Group securities governed by New York law or
SABMiller Group securities governed by the laws of the State of Victoria, Australia.
Key Terms and Conditions of the Consent Solicitation
Proposed Amendments
The purpose of the Consent Solicitation is to invite Eligible Noteholders (as defined below) to consider and, if thought
fit (a) assent to the substitution in place of the Issuer of the New Issuer as issuer and principal debtor of the Notes and agree to
release and waive all rights, claims or entitlements against the Issuer in its capacity as issuer and principal debtor of the Notes; (b)
assent to and acknowledge the terms of the New Guarantees to be given by the New Guarantors and agree to release and waive
all rights, claims or entitlements against the Guarantor in its capacity as guarantor of the Notes under the Original Guarantee; and
(c) assent to the replacement of the Conditions with the New Conditions as attached to the draft Deed Poll, and the modification
of the related documents, to align the Notes with the position under the existing Euro Medium Term Note programme of the New
Issuer, all as proposed by the Issuer for Noteholders (the "Proposals") to approve by an Extraordinary Resolution at the Meeting,
and all as more fully described in the Notice (as defined below). The background to the Proposals is more fully described in the
section entitled "Background to the Proposals" in the Consent Solicitation Memorandum.
If the Proposals are approved and implemented, the New Issuer will assume all of the obligations of the Issuer and the guarantor
structure will be amended as set out in the New Conditions of the Notes pursuant to the Deed Poll (attaching the amended
Conditions) on and from 20 January 2017 (the "Effective Date"). The full text of the New Conditions is attached to the draft Deed
Poll (see Annex II (The Deed Poll) in the Consent Solicitation Memorandum) and a summary of certain differences between the
Conditions and the New Conditions is described in the section entitled "Summary of Certain Differences between the Conditions
and the New Conditions" in the Consent Solicitation Memorandum. The New Conditions are aligned to the terms and conditions
of notes issued under the existing Euro Medium Note Programme of the New Issuer.
Consent Fee
Pursuant to the Consent Solicitation, each Noteholder who is (a) located and resident outside the United States and not a U.S.
person (as defined in Regulation S under the Securities Act) and (b) otherwise a person to whom the Consent Solicitation can be
lawfully made and that may lawfully participate in the Consent Solicitation (each an "Eligible Noteholder"), and from whom a
valid Consent Instruction in favour of the Extraordinary Resolution is received (and not subsequently revoked) by the Tabulation
Agent by 5.00 p.m. (London time) on 25 November 2016 (as the same may be extended, the "Early Instruction Deadline") will be
eligible to receive payment of an amount equal to 0.10 per cent. of the principal amount of the Notes that are the subject of such
Consent Instruction (the "Consent Fee"). Only Eligible Noteholders may, subject to the conditions described in the Consent
Solicitation Memorandum, be entitled to receive the Consent Fee.
Eligible Noteholders may continue to submit Consent Instructions after the Early Instruction Deadline and up to the Expiration
Deadline but such Noteholders will not be eligible to receive the Consent Fee in respect of those Consent Instructions.
Payment of the Consent Fee is conditional on the satisfaction of the Consent Conditions.
Consent Conditions
The implementation of the Proposals and the Extraordinary Resolution will be conditional on:
(a) the passing of the Extraordinary Resolution; and
(b) the quorum required for, and the requisite majority of votes cast at, the Meeting being satisfied by Eligible
Noteholders, irrespective of any participation at the Meeting by Ineligible Noteholders (and would also have been so
satisfied if any Ineligible Noteholders who provide confirmation of their status as Ineligible Noteholders and waive
their right to attend and vote (or be represented) at the Meeting had actually participated at the Meeting) including
the satisfaction of such condition at an adjourned Meeting (the "Eligibility Condition"),
(together, the "Consent Conditions").
The Issuer will announce (i) the results of the Meeting and (ii) if the Extraordinary Resolution is passed, the satisfaction (or
otherwise) of the Eligibility Condition, as soon as reasonably practicable after the Meeting.
Meetings
A notice (the "Notice") convening the Meeting to be held at the offices of Clifford Chance LLP, 10 Upper Bank Street, London
E14 5JJ at 10.00 a.m. (London Time) on 8 December 2016 has been given to Noteholders in accordance with the Conditions on
the date of this announcement.
General
The Issuer may, at its option and in its sole discretion, extend, or waive the condition of, the Consent Solicitation at any time
and may amend or terminate the Consent Solicitation at any time (subject in each case to applicable law and the Meeting
Provisions and as provided in the Consent Solicitation Memorandum, and provided that no amendment may be made to the
terms of the Extraordinary Resolution). Details of any such extension, waiver, amendment or termination will be announced
as provided in the Consent Solicitation Memorandum as promptly as practicable after the relevant decision is made.
Set out below is an indicative timetable showing one possible outcome for the timing of the Consent Solicitation, which will
depend, among other things, on timely receipt (and non-revocation) of instructions, the rights of the Issuer (where
applicable) to extend, waive any condition of, amend and/or terminate the Consent Solicitation (other than the terms of the
Extraordinary Resolution) as described in the Consent Solicitation Memorandum and the passing of the Extraordinary
Resolution (and satisfaction of the Eligibility Condition) at the initial Meeting. Accordingly, the actual timetable may diff er
significantly from the timetable below.
Indicative Timeline
Announcement of Consent Solicitation
Announcement of Consent Solicitation 14 November 2016
Notice to be filed with the Irish Stock Exchange and delivered to the Clearing Systems
for communication to Direct Participants
Documents referred to under "General" in the Notice available from the Tabulation
Agent and from the specified office of the Fiscal Agent
Early Instruction Deadline
Deadline for receipt by the Tabulation Agent of valid Consent Instructions from Eligible 5.00 p.m. (London Time) on 25
Noteholders for such Noteholders to be eligible to receive the Co nsent Fee. Such Consent November 2016
Instructions must be in favour of the Extraordinary Resolution in order for the relevant
Noteholder to be so eligible for the Consent Fee
Expiration Deadline
Final deadline for receipt by the Tabulation Agent of valid Consent Instructions from 10.00 a.m. (London Time) on 5
Noteholders for such Noteholders to be represented at the Meeting December 2016
This will also be the deadline for making any other arrangements to attend or be
represented or to vote at the Meeting.
However, Noteholders making such other arrangements or submitting Consent
Instructions after the Early Instruction Deadline will not be eligible to receive the
Consent Fee
Meeting
Meeting to be held at the offices of Clifford Chance LLP, 10 Upper Bank Street, London 10.00 a.m. (London Time) on 8
E14 5JJ December 2016
Announcement of results of Meeting and satisfaction of Consent Conditions
Announcement of the results of the Meeting and, if the Extraordinary Resolution passed, As soon as reasonably
whether the Eligibility Condition is satisfied practicable after the Meeting
Payment Date
Where payable, payment of the Consent Fee No later than the second Business
Day immediately following the
Meeting at which the
Extraordinary Resolution is
passed
Execution and, where applicable, delivery of the Deed Poll, New Deeds of Guarantee
and Supplemental Domiciliary Agency Agreement
The date on which the Deed Poll, the New Deeds of Guarantee, the Supplemental As soon as reasonably
Domiciliary Agency Agreement and the Amended and Restated Final Terms will be practicable after the Meeting
executed if the Proposals are approved by Noteholders subject to the passing of the
Extraordinary Resolution and the
Consent Conditions being
satisfied
Effective Date for implementation of the Proposals, including substitution of the New Expected to be 20 January 2017
Issuer in place of the Issuer and New Guarantors in place of the Guarantor.
Noteholders are advised to check with any bank, securities broker or other intermediary through which they hold their Notes
when such intermediary would need to receive instructions from a Noteholder in order for such Noteholder to participate in,
or (in the limited circumstances in which revocation is permitted) to validly revoke their instruction to participate in, the
Consent Solicitation and/or the Meeting by the deadlines specified above. The deadlines set by any such intermediary and
each Clearing System for the submission and (where permitted) revocation of Consent Instructions will be earlier than
the relevant deadlines above.
Further Information
A complete description of the terms and conditions of the Consent Solicitation is set out in the Consent Solicitation Memorandum.
A copy of the Consent Solicitation Memorandum is available to eligible persons upon request from the Tabulation Agent.
Before making a decision with respect to the Consent Solicitation, Noteholders should carefully consider all of the
information in the Consent Solicitation Memorandum and, in particular, the risk factors described in the section entitled
"Certain Considerations relating to the Consent Solicitation".
Further details about the transaction can be obtained from:
The Solicitation Agents
Citigroup Global Markets Limited
Citigroup Centre, Canada Square
Canary Wharf
London E14 5LB
United Kingdom
Telephone: +44 20 7986 8969
E-mail: liabilitymanagement.europe@citi.com
Attention: Liability Management Group
Deutsche Bank AG, London Branch
Winchester House
1 Great Winchester Street
London, EC2N 2DB
Telephone: +44 20 7545 8011
E-mail: liability.management@db.com
Attention: Liability Management Group
Merrill Lynch International
2 King Edward Street
London, EC1A 1HQ
United Kingdom
Telephone: +44 20 7996 5420
E-mail: DG.LM_EMEA@baml.com
Attention: Liability Management Group
The Tabulation Agent
Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London, WC1H 8HA
United Kingdom
Telephone: +44 20 7704 0880
Email: ab-inbev@lucid-is.com
Attention: Thomas Choquet / Yves Theis
The New Issuer
Anheuser-Busch InBev SA/NV
Telephone: +1-212-478-7031
Email: gabriel.ventura@ab-inbev.com
Attention: Gabriel Ventura
This announcement contains inside information.
The Solicitation Agents and the Tabulation Agent do not take responsibility for the contents of this announcement and none of the
Issuer, the Guarantor, the New Issuer, the New Guarantors, the Solicitation Agents, the Tabulation Agent, or any of their
respective directors, employees or affiliates makes any representation or recommendation whatsoever regarding the Consent
Solicitation. This announcement must be read in conjunction with the Consent Solicitation Memorandum. No offer to acquire any
Notes is being made pursuant to this announcement. This announcement and the Consent Solicitation Memorandum contain
important information, which should be read carefully before any decision is made with respect to the Consent Solicitation. If any
holder of the Notes is in any doubt as to the action it should take, it is recommended to seek its own advice, including as to any tax
consequences, from its broker, bank manager, solicitor, accountant or other independent adviser.
Distribution Restrictions
This announcement and the Consent Solicitation Memorandum do not constitute an offer or an invitation to participate in the
Consent Solicitation in any jurisdiction in or from which, or to or from any person to or from whom, it is unlawful to make such
offer or invitation under applicable securities laws. The distribution of the Consent Solicitation Memorandum in certain
jurisdictions may be restricted by law. Persons into whose possession the Consent Solicitation Memorandum comes are required
by each of the Issuer, the Guarantor, the New Issuer, the New Guarantors, the Solicitation Agents and the Tabulation Agent to
inform themselves about, and to observe, any such restrictions.
No action has been or will be taken in any jurisdiction by the Issuer, the Guarantor, the New Issuer, the New Guarantors, the
Solicitation Agents or the Tabulation Agent in relation to the Consent Solicitation that would permit a public offering of
securities.
Any materials relating to the Consent Solicitation do not constitute, and may not be used in connection with, any form of offer or
solicitation in any place where such offer or solicitation is not permitted by law.
United States
The Consent Solicitation is only being made outside the United States, to persons other than "U.S. persons" (as defined in
Regulation S under the Securities Act). Any purported participation in the Consent Solicitation resulting directly or indirectly
from a violation of these restrictions will be invalid and any participation in the Consent Solicitation by a person that is located or
resident in the United States or that is a U.S. person or by any agent, fiduciary or other intermediary acting on a non-discretionary
basis for a beneficial owner that is giving instructions from within the United States or that is any U.S. person will not be
accepted.
Neither this announcement nor the Consent Solicitation Memorandum is an offer of securities for sale in the United States or to
any U.S. person. Securities may not be offered or sold in the United States absent registration or an exemption from registration.
The Notes have not been, and will not be, registered under the Securities Act, or the securities laws of any state or other
jurisdiction of the United States, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S.
persons, unless an exemption from the registration requirements of the Securities Act is available.
Each Noteholder participating in the Consent Solicitation will represent that it is not a U.S. person (as defined in Regulation S
under the Securities Act), and is not acting for the account or benefit of any U.S. person, and that it is not located or resident in the
United States.
"United States" means the United States of America, its territories and possessions, any state of the United States of America and
the District of Columbia.
14 November 2016
JSE Sponsor: Deutsche Securities (SA) Proprietary Limited
Date: 14/11/2016 02:42:00 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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