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ANHEUSER-BUSCH INBEV SA/NV - Anheuser-Busch InBev Commences Exchange Offers of Up To Six Series of USD Notes

Release Date: 26/10/2018 15:07
Code(s): ANH     PDF:  
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Anheuser-Busch InBev Commences Exchange Offers of Up To Six Series of USD 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” or the “Company”)


      Anheuser-Busch InBev Commences Exchange Offers of Up To Six Series
      of USD Notes

      Anheuser-Busch InBev (“AB InBev”) (Euronext: ABI) (NYSE: BUD) (MEXBOL: ANB) (JSE: ANH) today
      announced the commencement of offers to Eligible Holders (as defined below) to exchange (the
      “Exchange Offers” and each, an “Exchange Offer”) any validly tendered (and not validly withdrawn) and
      accepted notes up to the Offer Cap (as defined below) of six series issued by Anheuser-Busch InBev
      Finance Inc. (“ABIFI”) for notes to be co-issued by Anheuser-Busch Companies, LLC (“ABC”) and
      Anheuser-Busch InBev Worldwide Inc. (“ABIWW”) (the “Issuers” and each, an “Issuer”) as described in
      the table below, upon the terms and subject to the conditions set forth in the confidential offering
      memorandum dated 26 October 2018 (the “Confidential Offering Memorandum”).

      Copies of the Confidential Offering Memorandum will be made available only to holders who have
      certified to AB InBev their eligibility via an eligibility letter. Copies of the eligibility letter are available to
      holders through the information agent, Global Bondholder Services Corporation, at their website
      http://gbsc-usa.com/eligibility/anheuser-busch or by calling +1 (866) 470-3900 (toll free) or +1 212-430-
      3774 (for banks and brokers).

      The principal difference between the Old Notes and the New Notes is the entities that will act as an Issuer
      versus as a guarantor, as shown below:




ab-inbev.com                                                                                                                 1
       Entity                                                                     Old Notes                              New Notes
       Anheuser-Busch InBev Finance Inc. (“ABIFI”)                                Issuer                                 Guarantor
       Anheuser-Busch Companies, LLC (“ABC”)                                      Guarantor                              Co-Issuer
       Anheuser-Busch InBev Worldwide Inc. (“ABIWW”)                              Guarantor                              Co-Issuer
       Anheuser-Busch InBev SA/NV                                                 Guarantor                              Guarantor
       Brandbev S.à r.l.                                                          Guarantor                              Guarantor
       Brandbrew S.A.                                                             Guarantor                              Guarantor
       Cobrew NV                                                                  Guarantor                              Guarantor

      The aggregate principal amount of Old Notes that are accepted for exchange will be based on the Offer
      Cap (as defined below) and the order of acceptance priority for such series as set forth in the table below
      (the “Acceptance Priority Levels”), with Acceptance Priority Level 1 being the highest and Acceptance
      Priority Level 6 being the lowest:

                                                                        Title of
                Title of Series                                        Series of
                   of Notes                                         Notes to be
                  Issued by                                           Issued by
                 ABIFI to be                                            ABC &
   Aggregate     Exchanged                                             ABIWW
    Principal   (collectively,                           Acceptance (collectively                                      Early
    Amount         the “Old                                Priority  , the “New               Exchange             Participation
      (mm)          Notes”)        CUSIP/ISIN No.           Level     Notes”)(2)            Consideration(1)        Premium(1) Total Consideration(1)(3)
                                                                                              New
                                                                                             Notes                                       New
                                                                                           (principa                                    Notes
                                                                                                l                   New Notes         (principal
                                                                                           amount)                  (principal         amount)
                                                                                                (2)
                                                                                                         Cash       amount) (2)            (2)
                                                                                                                                                        Cash
    $11,000     4.900% Notes         035242 AN6                1             4.900%           $970       $1.00           $30            $1,000          $1.00
                  due 2046                                                  Notes due
                                   US035242AN64                               2046
     $6,000     4.700% Notes         035242 AM8                2             4.700%           $970       $1.00           $30            $1,000          $1.00
                  due 2036                                                  Notes due
                                   US035242AM81                               2036
    $11,000     3.650% Notes         035242 AP1                3             3.650%           $970       $1.00           $30            $1,000          $1.00
                  due 2026                                                  Notes due
                                   US035242AP13                               2026
     $6,000     3.300% Notes          035242 AL0               4             3.300%           $970       $1.00           $30            $1,000          $1.00
                  due 2023                                                  Notes due
                                   US035242AL09                               2023
     $7,500     2.650% Notes          035242 AJ5               5             2.650%           $970       $1.00           $30            $1,000          $1.00
                  due 2021                                                 Notes due
                                    US035242AJ52                              2021
     $500       Floating Rate        035242 AK2                6             Floating         $970       $1.00           $30            $1,000          $1.00
                 Notes due                                                 Rate Notes
                    2021           US035242AK26                             due 2021
      (1)       Consideration per $1,000 principal amount of Old Notes validly tendered and accepted for exchange.
      (2)       The term “New Notes” in this column refers, in each case, to the series of New Notes corresponding to the series of Old Notes of like tenor
                and coupon.
      (3)       Includes the Early Participation Premium for Old Notes validly tendered prior to the Early Participation Date described below and not validly
                withdrawn.




ab-inbev.com                                                                                                                                               2
      Old Notes will be accepted, in accordance with the Acceptance Priority Levels, in up to a combined
      aggregate offer cap equal to (i) $20,000,000,000 (the “Target Amount”) of combined aggregate principal
      amount of Old Notes plus (ii) such additional principal amount of Old Notes required to result in the
      acceptance of any and all Old Notes from the Threshold Series which are validly tendered and not validly
      withdrawn prior to the Early Participation Deadline or Expiration Time, as applicable (the “Offer Cap”). The
      “Threshold Series” will be the first series of Old Notes for which the acceptance of all validly tendered and
      not validly withdrawn Old Notes in such series would result in the acceptance of a combined aggregate
      principal amount of Old Notes in excess of the Target Amount. Old Notes validly tendered and not withdrawn
      at or prior to the Early Participation Deadline will be accepted for purchase in priority to Old Notes validly
      tendered after the Early Participation Deadline, and to the extent that Old Notes are validly tendered and
      not withdrawn at or prior to the Early Participation Deadline, the amount of the Target Amount available
      after the Early Participation Deadline would be reduced. Accordingly, if the Target Amount is reached in
      respect of tenders made at or prior to the Early Participation Deadline, no Old Notes tendered after the
      Early Participation Deadline will be accepted for purchase. No series of Old Notes accepted for exchange
      will be pro-rated.

      For example, if all Eligible Holders of Old Notes in Acceptance Priority Levels 1 through 3 validly tender
      and do not withdraw such Old Notes at or prior to the Early Participation Deadline, (i) the Exchange Offers
      would be oversubscribed, (ii) the series of Old Notes with Acceptance Priority Level 3 would be the
      Threshold Series, (iii) all Old Notes from the Threshold Series and all Old Notes with an Acceptance Priority
      Level higher than the Threshold Series would be accepted (to the extent validly tendered and not withdrawn
      prior to the Early Participation Deadline), (iv) no Old Notes with an Acceptance Priority Level lower than the
      Threshold Series will be accepted for purchase and (v) no Old Notes of any series tendered after the Early
      Participation Deadline will be accepted for purchase.

      The Exchange Offers commenced on 26 October 2018. The Exchange Offers will expire at 11:59 p.m.,
      New York City time, on 26 November 2018, unless extended (such date and time, as it may be extended,
      the “Expiration Time”). In order to be eligible to receive the Total Consideration described in the table above,
      Eligible Holders must validly tender their Old Notes at or prior to 5:00 p.m., New York City time, on 8
      November 2018, unless extended (such date and time, as it may be extended, the “Early Participation
      Deadline”). Tenders of Old Notes may not be withdrawn after 5:00 p.m., New York City time, on 8 November
      2018, unless extended (such date and time, as it may be extended, the “Withdrawal Deadline”), except in
      certain limited circumstances as set forth in the Confidential Offering Memorandum.

      Upon the terms and subject to the conditions set forth in the Confidential Offering Memorandum, in
      exchange for each $1,000 principal amount of Old Notes that is validly tendered prior to Early Participation
      Deadline and not validly withdrawn, subject to the Offer Cap and the Acceptance Priority Levels, holders



ab-inbev.com                                                                                                        3
      will receive the Total Consideration, which consists of $1,000 principal amount of dollar-denominated New
      Notes and a cash amount of $1.00.

      The Total Consideration includes an early participation premium set out in the table above (the “Early
      Participation Premium”), which consists of $30 principal amount of New Notes.

      Upon the terms and subject to the conditions set forth in the Confidential Offering Memorandum, to the
      extent the Offer Cap is not reached in respect of tenders made at or prior to the Early Participation Deadline,
      in exchange for each $1,000 principal amount of Old Notes that is validly tendered after the Early
      Participation Date but prior to the Expiration Date, subject to the Offer Cap and the Acceptance Priority
      Levels, holders will receive only the exchange consideration set out in the table above (the “Exchange
      Consideration”), which is equal to the Total Consideration less the Early Participation Premium and so
      consists of $970 principal amount of New Notes and a cash amount of $1.00.

      AB InBev reserves the right, but is not obligated to, increase (or upsize) or decrease the Target Amount in
      its sole discretion. The Exchange Offers are subject to certain conditions described in the Confidential
      Offering Memorandum.

      The Issuers reserve the right, but are under no obligation, at any point following the Early Participation
      Deadline and before the Expiration Time, to accept for exchange any Old Notes validly tendered at or prior
      to the Early Participation Deadline (the date of such exchange, the “Early Settlement Date”), subject to the
      Acceptance Priority Levels and the Offer Cap. The Issuers currently intend to exercise their option to make
      this exchange and currently expect the Early Settlement Date to occur on the second business day
      immediately following the Early Participation Deadline. Irrespective of whether the Issuers choose to
      exercise their option to have an Early Settlement Date, if, as of the Expiration Time, all conditions have
      been or are concurrently satisfied or waived by us, the “Final Settlement Date” will be promptly after the
      Expiration Time (and is expected to be the second business day immediately following the Expiration Time),
      and will apply to all Old Notes validly tendered, subject to the Acceptance Priority Levels and the Offer Cap,
      prior to the Expiration Time and not exchanged on the Early Settlement Date, other than any Old Notes
      validly withdrawn prior to the Withdrawal Deadline.

      Other than the identity of the issuers (who are guarantors on the Old Notes), the terms of the New Notes
      to be issued in the Exchange Offers are identical in all material respects to the Old Notes. No accrued but
      unpaid interest will be paid on the Old Notes in connection with the Exchange Offers. However, interest on
      the applicable New Note will accrue from and including the most recent interest payment date of the
      tendered Old Note. Subject to the minimum denominations as described in the Confidential Offering
      Memorandum, the principal amount of each New Note will be rounded down, if necessary, to the nearest




ab-inbev.com                                                                                                       4
      whole multiple of $1,000, and we will pay cash equal to the remaining portion, if any, of the exchange price
      of such Old Note.

      The New Notes will be unsecured and unsubordinated obligations of the Issuers and will rank equally with
      all other unsecured and unsubordinated indebtedness of the Issuers issued from time to time. The New
      Notes will be structurally subordinated to all existing and future obligations of the Issuers’ current and future
      subsidiaries that are not guarantors of the New Notes. The New Notes will be guaranteed by each of
      Anheuser-Busch InBev SA/NV, Anheuser-Busch InBev Finance Inc., Brandbev S.à r.l., Brandbrew S.A.
      and Cobrew NV (collectively, the “AB InBev Guarantors”). The guarantees of the New Notes will be
      unsecured and unsubordinated obligations of the AB InBev Guarantors and will rank equally with all other
      unsecured and unsubordinated indebtedness of the AB InBev Guarantors, from time to time. The
      guarantees of the New Notes will be structurally subordinated to all existing and future obligations of the
      AB InBev Guarantors’ current and future subsidiaries that are not guarantors or the issuers of the New
      Notes.

      The dealer managers for the Exchange Offers relating to the Old Notes are:

                                 BofA Merrill Lynch                  Deutsche Bank Securities Inc.

                          214 North Tryon Street, 14th Floor                   60 Wall Street
                           Charlotte, North Carolina 28255                   New York, NY 10005
                                       U.S.A.                                      U.S.A.

                        Attention: Liability Management Group     Attention: Liability Management Group

                                    By Telephone:                            By Telephone:
                             +1 (888) 292-0070 (toll-free)             +1 (866) 627-0391 (toll-free)
                             +1 (980) 683 – 3215 (collect)             +1 (212) 250-2955 (collect)


      The exchange agent and information agent for the Exchange Offers relating to the Old 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




ab-inbev.com                                                                                                              5
      Available Documents and Other Details

      Documents relating to the Exchange Offers will only be distributed to holders of the Old Notes who complete
      and return an eligibility form confirming that they are either a “qualified institutional buyer” as defined in
      Rule 144A or not a “U.S. person” under Regulation S and, if resident and/or located in any member state
      of the EEA, not a “retail investor” for purposes of applicable securities laws. Holders of Old Notes who
      desire to complete an eligibility form should either visit http://gbsc-usa.com/eligibility/anheuser-busch or
      request instructions by sending an e-mail to contact@gbsc-usa.com or by calling Global Bondholders
      Services Corporation, the Exchange Agent and Information Agent for the Exchange Offer, at (866) 470-
      3900 (U.S. toll-free) or (212) 430-3774 (banks and brokers).

      The complete terms and conditions of the Exchange Offers are set forth in the Confidential Offering
      Memorandum. This press release is for informational purposes only and is neither an offer to purchase nor
      a solicitation of an offer to sell the New Notes. The Exchange Offers are only being made pursuant to the
      Confidential Offering Memorandum. The Exchange Offers are not being made to holders of Old Notes in
      any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities,
      blue sky or other laws of such jurisdiction. The New Notes have not been approved or disapproved by any
      regulatory authority, nor has any such authority passed upon the accuracy or adequacy of the Confidential
      Offering Memorandum.

      The Exchange Offers and the issuance of the New Notes have not been registered with the Securities and
      Exchange Commission (the “SEC”) under the Securities Act, or any other applicable securities laws and,
      unless so registered, the New Notes may not be offered, sold, pledged or otherwise transferred within the
      United States or to or for the account of any U.S. person, except pursuant to an exemption from the
      registration requirements thereof.

      The Exchange Offers are being made, and the New Notes are being offered and will be issued, only (i) to
      holders of Old Notes that are “qualified institutional buyers” as defined in Rule 144A under the Securities
      Act of 1933, as amended (the “Securities Act”), in a private transaction in reliance upon the exemption from
      the registration requirements of the Securities Act provided by Section 4(a)(2) thereof, or (ii) outside the
      United States, to holders of Old Notes other than “U.S. persons”, as defined in Rule 902 under the Securities
      Act, in an offshore transaction in compliance with Regulation S under the Securities Act and that are not
      acquiring the New Notes for the account or benefit of a U.S. person (a holder satisfying at least one of the
      foregoing conditions being referred to as an “Eligible Holder”), and, in each case, (x) if resident and/or
      located in any member state of the European Economic Area (the “EEA”), that they are persons other than
      “retail investors” (for these purposes, a retail investor means a person who is one (or more) of: (i) a retail
      client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or (ii) a




ab-inbev.com                                                                                                      6
      customer within the meaning of Directive 2002/92/EC (as amended or superseded, the “Insurance
      Mediation Directive”), where that customer would not qualify as a professional client as defined in point (10)
      of Article 4(1) of MIFID II; or (iii) not a qualified investor as defined in Directive 2003/71/EC (as amended or
      superseded, the “Prospectus Directive”)), (y) if resident in Canada, a “permitted client” as defined in
      National Instrument 31-103, resident in one of the provinces and which has received the Canadian wrapper
      to the Confidential Offering Memorandum and (z) is not participating in the transaction in or from any
      jurisdiction in which it would be unlawful to do so.

      Pursuant to a registration rights agreement, the Issuers will be required to file an exchange offer registration
      statement with the SEC regarding an offer to exchange the New Notes for a new issue of substantially
      identical notes registered under the Securities Act and, in certain circumstances, to file a shelf registration
      statement with respect to resales of the New Notes. In the event that the Issuer fails to comply with certain
      of its obligations under the registration rights agreement, it will pay additional interest to the holders of the
      New Notes.

      Non-U.S. Distribution Restrictions

               Belgium. Neither the Confidential Offering Memorandum nor any other documents or materials
      relating to the Exchange Offers have been submitted to or will be submitted for approval or recognition to
      the Belgian Financial Services and Markets Authority and, accordingly, the Exchange Offers may not be
      made in Belgium by way of a public offering, as defined in Articles 3 and 6 of the Belgian Law of 1 April
      2007 on public takeover bids (the “Belgian Takeover Law”) or as defined in Article 3 of the Belgian Law of
      16 June 2006 on the public offer of placement instruments and the admission to trading of placement
      instruments on regulated markets (the “Belgian Prospectus Law”), both as amended or replaced from time
      to time. Accordingly, the Exchange Offers may not be advertised and the Exchange Offers will not be
      extended, and neither the Confidential Offering memorandum nor any other documents or materials relating
      to the Exchange Offers (including any memorandum, information circular, brochure or any similar
      documents) has been or shall be distributed or made available, directly or indirectly, to any person in
      Belgium other than (i) to persons which are “qualified investors” in the sense of Article 10 of the Belgian
      Prospectus Law, acting on their own account or (ii) in any other circumstances set out in Article 6, Section 4
      of the Belgian Takeover Law and Article 3, Section 4 of the Belgian Prospectus Law. The Confidential
      Offering memorandum has been issued only for the personal use of the above qualified investors and
      exclusively for the purpose of the Exchange Offers. Accordingly, the information contained in the
      Confidential Offering memorandum may not be used for any other purpose or disclosed to any other person
      in Belgium.




ab-inbev.com                                                                                                         7
               European Economic Area. The New Notes are not intended to be offered, sold or otherwise made
      available to, and should not be offered, sold or otherwise made available to, any retail investor in the EEA.
      For these purposes, the expression “offer” includes the communication in any form and by any means of
      sufficient information on the terms of the offer and the New Notes to be offered so as to enable an investor
      to decide to purchase or subscribe the New Notes, and a “retail investor” means a person who is one (or
      more) of: (a) a retail client, as defined in point (11) of Article 4(1) of MiFID II; or (b) a customer, within the
      meaning of the Insurance Mediation Directive where that customer would not qualify as a professional client
      as defined in point (10) of Article 4(1) of MiFID II; or (c) not a qualified investor as defined in the Prospectus
      Directive. Consequently, no key information document required by Regulation (EU) No 1286/2014 (as
      amended, the “PRIIPs Regulation”) for offering or selling the New Notes or otherwise making them available
      to retail investors in the EEA has been prepared, and therefore, offering or selling the New Notes or
      otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs
      Regulation.

               France. The Exchange Offers are not being made, directly or indirectly, to the public in the Republic
      of France. Neither the Confidential Offering Memorandum nor any other documents or materials relating to
      the Exchange Offers have been or shall be distributed to the public in France and only (i) providers of
      investment services relating to portfolio management for the account of third parties (personnes fournissant
      le service d’investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors
      (investisseurs qualifiés) other than individuals, in each case acting on their own account and all as defined
      in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of the French Code Monétaire et
      Financier, are eligible to participate in the Exchange Offers. The Confidential Offering Memorandum and
      any other document or material relating to the Exchange Offers have not been and will not be submitted for
      clearance to nor approved by the Autorité des marchés financiers.

               Italy. None of the Exchange Offers, the Confidential Offering memorandum or any other documents
      or materials relating to the Exchange Offers or the New Notes have been or will be submitted to the
      clearance procedure of CONSOB. The Exchange Offers are being carried out in the Republic of Italy as
      exempted offers pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February
      1998, as amended (the “Financial Services Act”) and article 35-bis, paragraph 3 and 4, of CONSOB
      Regulation No. 11971 of 14 May 1999, as amended, as the case may be. Noteholders or beneficial owners
      of the Old Notes can offer to exchange the notes pursuant to the Exchange Offers through authorized
      persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in
      Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of 29 October 2007,
      as amended from time to time, and Legislative Decree No. 385 of 1 September 1993, as amended) and in
      compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other
      Italian authority. Each intermediary must comply with the applicable laws and regulations concerning


ab-inbev.com                                                                                                          8
      information duties vis-à-vis its clients in connection with the Old Notes, the New Notes, the Exchange Offers
      or the Confidential Offering Memorandum.

               United Kingdom. Neither the communication of the Confidential Offering Memorandum nor any
      other offering material relating to the Exchange Offers has been made nor will be made, and the Confidential
      Offering Memorandum has not been approved, by an authorized person for the purposes of Section 21 of
      the Financial Services and Markets Act. Accordingly, the Confidential Offering Memorandum has and will
      only be distributed to and directed at: (i) persons who are outside the United Kingdom, (ii) investment
      professionals falling within Article 19(5) of the Order or (iiii) high net worth entities, and other persons to
      whom the Confidential Offering Memorandum may lawfully be communicated, falling within Article 49(2)(a)
      to (d) of the Order (all such persons together being referred to for purposes of this paragraph as “relevant
      persons”). The New Notes will only be available to, and any invitation, offer or agreement to subscribe,
      purchase or otherwise acquire such notes will be engaged in only with, relevant persons. Any person who
      is not a relevant person should not act or rely on the Confidential Offering Memorandum or any of its
      contents and may not participate in the Exchange Offers.

               Canada. The Exchange Offers are being made to only to residents of Canada each of whom is a
      “permitted client” as defined in National Instrument 31-103, is resident in one of the provinces and has
      received the Canadian wrapper to the Confidential Offering Memorandum with the Canadian wrapper
      thereto. Any person who is a resident of Canada who is not a permitted client should not act or rely on the
      Confidential Offering Memorandum or any of its contents and may not participate in the Exchange Offers.

               Hong Kong. The New Notes may not be offered by means of any document other than (i) in
      circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance
      (Cap. 32, Laws of Hong Kong), or (ii) to “professional investors” within the meaning of the Securities and
      Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder, or (iii) in other
      circumstances which do not result in the document being a “prospectus” within the meaning of the
      Companies Ordinance (Cap. 32, Laws of Hong Kong), and no advertisement, invitation or document relating
      to the New Notes may be issued or may be in the possession of any person for the purpose of issue (in
      each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to
      be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong)
      other than with respect to New Notes which are or are intended to be disposed of only to persons outside
      Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance
      (Cap. 571, Laws of Hong Kong) and any rules made thereunder. The Confidential Offering Memorandum
      is strictly confidential to the person to whom it is addressed and must not be distributed, published,
      reproduced or disclosed (in whole or in part) by such person to any other person in Hong Kong or used for




ab-inbev.com                                                                                                       9
      any purpose in Hong Kong other than in connection with such person’s consideration of the Exchange
      Offers.



      Legal Disclaimer
      This 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.
      The forward-looking statements contained in this release include, among other things, statements relating to AB InBev’s business
      combination with SAB and other statements other than historical facts. 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 ability to realize synergies from the business combination with SAB and the risks and uncertainties relating to AB InBev
      described under Item 3.D of AB InBev’s Annual Report on Form 20-F (“Form 20-F”) filed with the US Securities and Exchange
      Commission (“SEC”) on 19 March 2018. Other unknown or unpredictable factors could cause actual results to differ materially from
      those in the forward-looking statements.
      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, other reports furnished on Form 6-K, and any other documents that AB InBev has 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.

       ANHEUSER-BUSCH INBEV CONTACTS

              Media                                                               Investors

              Pablo Jimenez                                                       Lauren Abbott
              Tel: +1 212 573 9289                                                Tel: +1 212 573 9287
              E-mail: pablo.jimenez@gmodelo.com.mx                                E-mail: lauren.abbott@ab-inbev.com

              Aimee Baxter                                                        Mariusz Jamka
              Tel: +1 718 650 4003                                                Tel: +32 16 276 888
              E-mail: aimee.baxter@ab-inbev.com                                   E-mail: mariusz.jamka@ab-inbev.com

              Ingvild Van Lysebetten                                              Jency John
              Tel: +32 16 276 608                                                 Tel: +1 646 746 9673
              E-mail: ingvild.vanlysebetten@ab-inbev.com                          Email: jency.john@ab-inbev.com

      26 October 2018
      JSE Sponsor: Deutsche Securities (SA) Proprietary Limited




ab-inbev.com                                                                                                                                    10
      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 500 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®, Cristal®, Harbin®, Jupiler®, Michelob Ultra®, Modelo Especial®,
      Quilmes®, Victoria®, Sedrin®, 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 180,000 employees based in nearly 50 countries worldwide. For 2017, AB InBev’s reported
      revenue was 56.4 billion USD (excluding JVs and associates).




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