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Anheuser-Busch InBev Announces Results of Exchange Offer of FBG Treasury (Aust.) Pty Notes for FBG Finance 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 Announces Results of Exchange Offer of FBG Treasury (Aust.) Pty Notes for FBG Finance Pty Ltd Notes
On 14 November 2016, Anheuser-Busch InBev SA/NV (“AB InBev”) (Euronext: ABI) (NYSE: BUD) (MEXBOL:
ANB) (JSE: ANH) announced an invitation by its subsidiary FBG Treasury Aust. Pty Ltd (ABN 80 006 865 738)
(“Existing Issuer”) to all eligible holders (“Noteholders”) of the Existing Issuer’s outstanding A$700,000,000 3.75 per
cent. notes due 7 August 2020 (ISIN: AU3CB0231827) guaranteed by SABMiller Limited (formerly known as
SABMiller plc) (the “Existing Notes”) to (i) offer to exchange any and all of their Existing Notes, for new A$
denominated 3.75 per cent. notes due 7 August 2020 (ISIN: AU3CB0240844) (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 guaranteed by AB InBev (the “Exchange Offer”) and (ii) consider and, if thought fit, approve the
Proposals, being the exchange of 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”). Capitalised terms used in this notice and not otherwise defined shall have the meanings given to
them in the Exchange Offer and Consent Solicitation Memorandum.
Results of the Exchange Offer and Meeting
The Exchange Offer and Consent Solicitation expired at 4:00 p.m. (Sydney time) on 5 December 2016, and the
New Issuer and the Existing Issuer are pleased to announce the results of the Exchange Offer, and the Meeting of
Noteholders to consider and, if thought fit, pass the Extraordinary Resolution held earlier today, as follows:
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Eligible Noteholders
participating in the
Exchange Offer or
otherwise voting in
respect of the Eligible Noteholders who
Extraordinary voted in favour of the
Resolution, as a Extraordinary Resolution at
percentage of the the Meeting as a
Outstanding Principal percentage of total votes
Amount received
ISIN Description (%) (%)
AUD700,000,000 3.75%
Notes due 7 August 2020
issued by FBG Treasury
AU3CB0231827 94.36% 97.29%
(Aust.) Pty Ltd and
guaranteed by SABMiller
Limited (formerly known
as SABMiller plc)
As the Extraordinary Resolution has been passed and the Eligibility Condition has been satisfied on the Settlement
Date, being 9 December 2016 (Sydney Time):
1. the Early Participation Fee will be payable to all Eligible Noteholders who delivered a valid Letter of Instruction
(that was not revoked) by the agreed deadline (i) in respect of the Exchange Offer or (ii) in favour of the
Extraordinary Resolution;
2. the Ineligible Noteholder Payment will be payable to all Ineligible Noteholders who delivered a valid Ineligible
Noteholder Instruction (that was not revoked) by the agreed deadline; and
3. all Noteholders whether or not they have submitted a Letter of Instruction, will be required under the terms of
the Existing Notes to exchange their Existing Notes for New Notes. The New Notes will be issued first and then
the Existing Notes will be cancelled. The Agent will provide further details in relation to the mechanics of this
process as required. Following the passing of the Extraordinary Resolution, the requirement for all Noteholders
to exchange their Existing Notes for New Notes on the Settlement Date is a mandatory requirement under the
Conditions governing the Existing Notes, and no discretion may be exercised by Noteholders to opt out of such
exchange.
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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 / Telephone (Europe):
Phone: +44 20 7986 8969 +61 2 8258 2419 +44 20 7996 5420
Email: Attention: Head of Debt Capital Telephone (Australia):
liabilitymanagement.europe@citi.com Markets +61 2 9226 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
Email: ab-inbev@lucid-is.com
Website: http://library.lucid-is.com/ab-inbev
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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 were subject to
restrictions, and were made solely pursuant to the terms and conditions of the Exchange Offer and Consent
Solicitation Memorandum and related materials.
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 was made, and the New Notes were
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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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 Mariusz Jamka
Tel: +1-212-573-9283 Tel: +32-16-27-68-88
E-mail: karen.couck@ab-inbev.com E-mail: mariusz.jamka@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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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 risks described under “Risk Factors” of the Registration
Statement filed on Form F-4 with the SEC on 14 November 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 filed with the SEC on 14 November 2016 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.
7 December 2016
JSE Sponsor: Deutsche Securities (SA) Proprietary Limited
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