Wrap Text
Announces Consent Solicitation of 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”)
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 Announces
Consent Solicitation of SABMiller Holdings Inc.
Anheuser-Busch InBev SA/NV ("AB InBev" and the "New Issuer") (Euronext: ABI) (NYSE: BUD) (MEXBOL: ANB) (JSE:
ANH) announces that its subsidiary SABMiller Holdings Inc. (the "Issuer") is inviting eligible holders of its outstanding
notes listed in the table below (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 press release and not otherwise defined shall have the meanings given to them in the
Consent Solicitation Memorandum.
Outstanding Principal
ISIN Description Amount
€1,000,000,000 1.875 per cent. Notes due January
XS0862091955 2020 issued by SABMiller Holdings Inc. and €1,000,000,000
guaranteed by SABMiller Limited (formerly known
as SABMiller plc)
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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 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
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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.
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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 press release.
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 differ
significantly from the timetable below.
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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 Consent Fee. Such November 2016
Consent 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, 10.00 a.m. (London Time) on 8
London 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 As soon as reasonably
passed, 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
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Extraordinary Resolution and
the Consent Conditions being
satisfied
Effective Date for implementation of the Proposals, including substitution of the Expected to be 20 January 2017
New 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
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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 Solicitation Agents and the Tabulation Agent do not take responsibility for the contents of this press release 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 press release must be read in conjunction with the Consent Solicitation Memorandum. No offer
to acquire any Notes is being made pursuant to this press release. This press release 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.
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Distribution Restrictions
This press release 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 press release 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.
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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.
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
Follow us @ www.twitter.com/abinbevnews
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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
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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Date: 14/11/2016 02:44:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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