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Anheuser-Busch InBev Announces Results of Early Tenders and Consents in USD Notes Exchange Offers
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 Announces Results of Early Tenders and Consents in USD Notes Exchange Offers
Anheuser-Busch InBev (“AB InBev”) (Euronext: ABI) (NYSE: BUD) (MEXBOL: ANB) (JSE: ANH)
today announced that as of 5:00 p.m. New York City time, on November 29, 2016 (the “Early
Participation Date”), the aggregate principal amounts listed below of seven series of notes, each
issued by one of SABMiller Limited (formerly SABMiller plc), SABMiller Holdings Inc. (“Holdings”) or
FBG Finance Pty Ltd (formerly FBG Finance Limited) (together, “SABMiller”)(collectively, the
“SABMiller Notes”), had been validly tendered and not withdrawn in connection with AB InBev’s
previously announced offers to exchange all validly tendered and accepted SABMiller Notes of each
such series for new notes issued by Anheuser-Busch InBev Worldwide Inc. (the “Issuer) (collectively,
the “AB InBev Notes”), and the related solicitation of consents to amend the note documents
governing the SABMiller Notes. A Registration Statement on Form F-4 (File No. 333-214581) (the
“Registration Statement”) relating to the issuance of the AB InBev Notes was filed with the Securities
and Exchange Commission (“SEC”) on November 14, 2016 but has not yet been declared effective.
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Percentage of Total
Aggregate Principal Amount Outstanding Principal
Tendered and Consents Amount of such Series of
Series of SABMiller Notes Received as of the Early SABMiller Notes Tendered
Offered for Exchange CUSIP/ISIN No. Participation Date and Consenting
6.50% Notes due 2018 G77395 AF1 $626,658,000 89.52%
78572M AF2
USG77395AF14
US78572MAF23
2.200% Fixed Rate Notes due 78573A AE0 $639,715,000 85.30%
2018 U7787R AF8
US78573AAE01
USU7787RAF83
Floating Rate Notes due 2018 78573A AG5 $307,655,000 87.90%
U7787R AG6
US78573AAG58
USU77 87RAG66
3.750% Notes due 2022 78573A AA8 $2,336,267,000 93.45%
U7787R AA9
US78573AAA88
USU7787RAA96
6.625% Guaranteed Notes due 78572MAA3 $298,300,000 99.43%
August 2033 G77395AA2
US78572MAA36
USG77395AA27
5.875% Notes due 2035 Q3748T AC3 $300,000,000 100.00%
30239X AD9
USQ3748TAC38
US30239XAD93
4.950% Notes due 2042 78573A AC4 $1,488,530,000 99.24%
U7787R AC5
US78573AAC45
USU7787RAC52
The exchange offers and consent solicitations (together, the “Exchange Offers”) commenced on
November 14, 2016 and expire at 11:59 p.m., New York City time, on December 13, 2016 (the
“Expiration Date”), unless extended or terminated. The AB InBev Notes are expected to be issued
promptly on or about the third business day following the Expiration Date (the “Settlement Date”).
The dealer managers for the Exchange Offers relating to the SABMiller Notes are:
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BofA Merrill Lynch Citigroup Global Markets, Inc. Deutsche Bank Securities Inc.
214 North Tryon Street, 14th Floor 390 Greenwich Street, 1st Floor 60 Wall Street
Charlotte, North Carolina 28255 New York, NY 10013 New York, NY 10005
U.S.A. U.S.A. U.S.A.
Attention: Liability Management Attention: Liability Management Attention: Liability Management
Group Group Group
By Telephone: By Telephone: By Telephone:
(888) 292-0070 (toll-free) (800) 558-3745 (toll-free) (866) 627-0391 (toll-free)
(980) 683 – 3215 (collect) (212) 723-6106 (collect) (212) 250-2955 (collect)
The exchange agent and information agent for the Exchange Offers relating to the SABMiller Notes is:
Global Bondholder Services
Corporation
By Phone: By E-Mail: By Mail or Hand:
Bank and Brokers Call Collect: contact@gbsc-usa.com 65 Broadway—Suite 404
+1 (212) 430-3774 New York, New York 10006
All Others, Please Call Toll-Free: ATTN: Corporate Actions
+1 (866) 470-3900
The Exchange Offers are being made pursuant to the terms and conditions set forth in AB InBev’s
prospectus, dated as of November 14, 2016 (the “Prospectus”), which forms a part of the Registration
Statement. Tendered SABMiller Notes, and related consents, may be validly withdrawn at any time
prior to the Expiration Date and AB InBev may terminate or withdraw the Exchange Offers at any time
for any reason.
This press release is not an offer to sell or a solicitation of an offer to buy any of the securities
described herein and is also not a solicitation of the related consents. The Exchange Offers may be
made solely pursuant to the terms and conditions of the Prospectus, and the other related materials.
A Registration Statement relating to the AB InBev Notes has been filed with the SEC but has not yet
become effective. The AB InBev Notes may not be sold, nor may offers to buy be accepted, prior to
the time the Registration Statement is declared effective by the SEC.
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Security holders are urged to read the exchange offer materials, when available, including the
Registration Statement on Form F-4 filed with the SEC, as amended from time to time, the related
prospectus, and the other materials related to the proposed exchange offer filed with the SEC,
because they contain important information. These and other documents relating to the proposed
exchange offer, when they are filed with the SEC, may be obtained, free of charge, on the SEC’s web
site at www.sec.gov, or may be obtained, free of charge, from the Issuer after the exchange offer has
been commenced by requesting in writing or by telephone to +1-212-573-4365. A copy of the
prospectus for the exchange offers, when prepared, will also be available, free of charge.
There will not 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.
Any offer of the AB InBev Notes made to holders of the SABMiller Notes which are located or resident
in any Member State of the European Economic Area which has implemented Directive 2003/71/EC,
as amended (the “Prospectus Directive”) will be addressed to holders which are qualified investors as
defined in the Prospectus Directive. Any holder that is not a qualified investor, will not be able to
participate in the exchange offers.
In the United Kingdom, this press release is only being communicated to, and any other documents or
materials relating to the Exchange Offers 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 to any other person to whom this press
release may lawfully be communicated in circumstances where section 21 of the Financial Services
and Markets Act 2000 does not apply. 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.
In Australia, this press release is provided by FBG Finance Pty Ltd (formerly FBG Finance Limited)
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
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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.
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
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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: 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).
English, Dutch and French versions of this press release will be available on www.ab-inbev.com.
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 risks described under “Risk Factors” of the Registration Statement. Other unknown or
unpredictable factors could cause actual results to differ materially from those in the forward-looking
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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.
30 November 2016
JSE Sponsor: Deutsche Securities (SA) Proprietary Limited
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