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Anheuser-Busch InBev Announces Final Results of USD Note Exchange Offers and Consent Solicitations
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 Final Results of USD Note Exchange Offers and
Consent Solicitations
Anheuser-Busch InBev (“AB InBev”) (Euronext: ABI) (NYSE: BUD) (MEXBOL: ANB) (JSE: ANH) today announced the
final results of its previously announced offers to exchange all validly tendered (and not validly withdrawn) and accepted
notes of seven series, 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”), for notes to be issued by Anheuser-Busch InBev Worldwide Inc. (the “Issuer”) (the “AB InBev Notes”), and the
related solicitations of consents to amend the note documents governing the SABMiller Notes (the “SABMiller Note
Documents”). 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
(as amended by Amendment No. 1 to the Registration Statement filed with the SEC on December 1, 2016 and
Amendment No. 2 to the Registration Statement filed with the SEC on December 5, 2016) and was declared effective by
the SEC on December 8, 2016.
As of 11:59 p.m., New York City time, on December 13, 2016 (the “Expiration Date”), the aggregate principal amounts
listed below of each series of SABMiller Notes had been validly tendered and not validly withdrawn in connection with the
exchange offers and consent solicitations (the “Exchange Offers”). As of the Expiration Date, the requisite consents to
amend each of the SABMiller Note Documents were obtained. The final settlement of the Exchange Offers is expected to
take place on or about December 16, 2016.
ab-inbev.com
Percentage of Total Outstanding
Aggregate Principal Amount Principal Amount of such Series
Series of SABMiller Notes Offered Tendered and Consents Received as of SABMiller Notes Tendered
for Exchange CUSIP/ISIN No. of the Expiration 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 2018 78573A AE0 $640,840,000 85.45%
U7787R AF8
US78573AAE01
USU7787RAF83
Floating Rate Notes due 2018 78573A AG5 $309,155,000 88.33%
U7787R AG6
US78573AAG58
USU77 87RAG66
3.750% Notes due 2022 78573A AA8 $2,350,467,000 94.02%
U7787R AA9
US78573AAA88
USU7787RAA96
6.625% Guaranteed Notes due August 78572MAA3 $298,300,000 99.43%
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 $1,490,330,000 99.36%
U7787R AC5
US78573AAC45
USU7787RAC52
The exchange offers and consent solicitations (together, the “Exchange Offers”) are being made pursuant to the terms
and conditions set forth in AB InBev’s prospectus, dated as of December 8, 2016 (the “Prospectus”), which forms a part of
the Registration Statement.
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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 may be made solely pursuant to the terms and conditions of the Prospectus and the other related
materials. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities and is
not a solicitation of the related consents, 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.
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
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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.
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/abinbev.
Follow us @ 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 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
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. 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 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
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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.
14 December 2016
JSE Sponsor: Deutsche Securities (SA) Proprietary Limited
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