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Anheuser-Busch InBev Announces Results of Consent Solicitation
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.
ANHEUSER-BUSCH INBEV ANNOUNCES RESULTS OF CONSENT SOLICITATION
On 14 November 2016, Anheuser-Busch InBev SA/NV (the "New Issuer") announced an invitation by its subsidiary,
SABMiller Holdings Inc. (the "Issuer") to eligible holders of the Issuer's outstanding €1,000,000,000 1.875 per cent.
Notes due January 2020 (the "Notes") guaranteed by SABMiller Limited (formerly known as SABMiller plc) (the
"Guarantor") 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 of the Notes and related documents, by approving
an extraordinary resolution of the 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"). Capitalised terms used in this notice and not otherwise defined shall have the meanings given to
them in the Consent Solicitation Memorandum.
Results of Meeting
The Consent Solicitation expired at 10.00 a.m. (London time) on 5 December 2016, and the New Issuer and the
Issuer are pleased to announce that at the Meeting of Noteholders to consider the Extraordinary Resolution held
earlier today, the Extraordinary Resolution was approved by the Noteholders:
Consent Instructions Consent Instructions in
received from Eligible favour from Eligible
Noteholders as a Noteholders, as a
percentage of aggregate percentage of total votes
Outstanding Principal received from Eligible
Amount Noteholders
ISIN Description (%) (%)
To but excluding
20 January 2017:
XS0862091955 €1,000,000,000 1.875 per cent. Notes
due January 2020 issued by SABMiller
From and Holdings Inc. and guaranteed by 81.05 99.30
including 20 SABMiller Limited (formerly known as
January 2017: SABMiller plc)
BE6291424040
As the Consent Conditions have been satisfied, the Issuer will pay the Consent Fee to all Eligible Noteholders who
voted to approve the Extraordinary Resolution by no later than 12 December 2016.
The Proposals will be implemented in accordance with the timeline set out in the Consent Solicitation
Memorandum and the Notice of Meeting. As a result, the modifications are expected to be effective from
20 January 2017. As part of the modifications to the Notes, a new ISIN (BE6291424040) and Common Code
(153316899) will apply to the Notes from 20 January 2017.
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.
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
United Kingdom
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
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 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.
Distribution Restrictions
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
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. "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.
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).
8 December 2016
JSE Sponsor: Deutsche Securities (SA) Proprietary Limited
Date: 08/12/2016 03:30:00 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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