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Anheuser-Busch InBev Announces Pricing of EUR 4.5 Billion 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 Announces Pricing of EUR 4.5 Billion Notes
NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA
Access to this press release is granted on the condition that you have read, understood and accepted the following terms.
Access to this press release in member states of the European Economic Area (the “EEA”) and in the United
Kingdom (the “UK”) is restricted to at persons who are “qualified investors” within the meaning of Regulation
(EU) 2017/1129 (the “Prospectus Regulation”). In addition, in the United Kingdom, access to this press release
is restricted to “qualified investors” who are (a) persons who have professional experience in matters relating
to investments falling within Article 19(1) of the UK Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the “Order”) or (b) high net worth entities falling within Article 49(1) of
the Order, and other persons to whom it may otherwise lawfully be communicated (all such persons together
being referred to as “relevant persons”). This announcement must not be acted on or relied on (i) in the UK,
by persons who are not relevant persons, and (ii) in any member state of the EEA other than the UK, by persons
who are not qualified investors. Any investment or investment activity to which this announcement relates is
available only to relevant persons in the UK and qualified investors in any member state of the EEA other than
the UK. Each recipient also represents and agrees that it has complied and will comply with all applicable
provisions of the Financial Services Markets Act 2000, as amended, with respect to anything done by it in
relation to any Notes in, from or otherwise involving the UK. The Notes are not being offered to the public in
the UK or in the EEA.
Anheuser-Busch InBev SA/NV (“AB InBev”) (Euronext: ABI) (NYSE: BUD) (MEXBOL: ANB) (JSE: ANH)
today announced that it has completed the pricing of EUR 4.5 billion aggregate principal amount of notes
(the “Notes”). The Notes will be issued on 2 April 2020. The Notes comprise the following series:
Title of Securities 7.75-year 2.125% 12-year 2.875% Notes 20-year 3.700% Notes
Notes due 2027 due 2032 due 2040
Aggregate principal EUR 1,000,000,000 EUR 1,750,000,000 EUR 1,750,000,000
amount
Maturity date 2 December 2027 2 April 2032 2 April 2040
Interest payment dates Annually on 2 Annually on 2 April of Annually on 2 April of
December of each each year, with first each year, with first
year, with short first coupon payable on 2 coupon payable on 2
April 2021 April 2021
coupon payable on 2
December 2020
Interest Rate 2.125% 2.875% 3.700%
The Notes will be issued by Anheuser-Busch InBev SA/NV (the “Issuer”) and will be fully, unconditionally
and irrevocably guaranteed by Anheuser-Busch Companies, LLC, Anheuser-Busch InBev Worldwide Inc.,
Anheuser-Busch InBev Finance Inc., Brandbev S.à r.l., Brandbrew S.A. and Cobrew NV. The Notes will
be senior, unsecured obligations of the Issuer and will rank equally with all other existing and future
unsecured and unsubordinated debt obligations of the Issuer.
The proceeds of the Notes will be used for general corporate purposes. The Notes will be issued by
Anheuser-Busch InBev SA/NV under its Euro Medium Term Note programme base prospectus published
on 13 December 2019, as supplemented by the supplement dated 24 March 2020.
It is expected that the Notes will be listed in due course on the regulated market of the London Stock
Exchange.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS - The 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 European Economic Area ("EEA") or in the United Kingdom (the "UK"). 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 ("MiFID II"); or (ii) a customer within the meaning of Directive (EU)
2016/97, where that customer would not qualify as a professional client as defined in point (10) of Article
4(1) of MiFID II. No key information document required by Regulation (EU) No 1286/2014, as amended
(the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail
investors in the EEA or in the UK has been prepared and therefore offering or selling the Notes or otherwise
making them available to any retail investor in the EEA or in the UK may be unlawful under the PRIIPs
Regulation.
MiFID II product governance/Professional investors and ECPs only target market – Solely for the
purposes of each manufacturer's product approval process, the target market assessment in respect of the
Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and
professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the Notes to
eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling
or recommending the Notes (a "distributor") should take into consideration the manufacturers' target
market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target
market assessment in respect of the Notes (by either adopting or refining the manufacturers' target market
assessment) and determining appropriate distribution channels.
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The Notes and the guarantees (together, the "Securities") 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 Securities are being
offered only outside the US to non-US persons in reliance on Regulation S under the Securities Act. There
will be no public offer of the Securities in the United States.
This press release does not constitute an offer to sell or the solicitation of an offer to buy debt securities in
the US or any other jurisdiction.
The distribution of this announcement and other information in connection with the offer in certain
jurisdictions may be restricted by law and persons into whose possession any document or other
information referred to herein comes should inform themselves about and observe any such restriction. Any
failure to comply with these restrictions may constitute a violation of the securities laws of any such
jurisdiction.
This announcement is an advertisement and is not a prospectus for the purposes of the Prospectus
Regulation. The Base Prospectus is available at http://www.rns-pdf.londonstockexchange.com/rns/
8790W_1-2019-12-13.pdf and the EMTN supplement is available at https://www.rns-pdf.
londonstockexchange.com/rns/4067H_1-2020-3-24.pdf. The Final Terms, when published, will be available
at https://www.londonstockexchange.com/exchange/news/market-news/market-news-home.html.
English, Dutch and French versions of this press release will be available on www.ab-inbev.com.
ANHEUSER-BUSCH INBEV CONTACTS
Fixed Income Investors
Daniel Strothe
Tel: +1-646-746-9667
E-mail: daniel.strothe@ab-inbev.com
Investors Media
Lauren Abbott Pablo Jimenez
Tel: +1 212 573 9287 Tel: +1 212 284 0158
E-mail: lauren.abbott@ab-inbev.com E-mail: pablo.jimenez@ab-inbev.com
Mariya Glukhova Ingvild Van Lysebetten
Tel: +32 16 276 888 Tel: +32 16 276 823
E-mail: mariya.glukhova@ab-inbev.com E-mail: ingvild.vanlysebetten@ab-inbev.com
Jency John Fallon Buckelew
Tel: +1 646 746 9673 Tel: +1 310 592 6319
E-mail: jency.john@ab-inbev.com E-mail: fallon.buckelew@ab-inbev.com
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31 March 2020
JSE Sponsor: Questco Corporate Advisory Proprietary Limited
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®, Hoegaarden®, Leffe® and Michelob Ultra®; and local champions such as
Aguila®, Antarctica®, Bud Light®, Brahma®, Cass®, Castle®, Castle Lite®, Cristal®, Harbin®, Jupiler®, 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 170,000 employees based in nearly 50 countries worldwide. For 2019, AB InBev’s reported
revenue was 52.3 billion USD (excluding JVs and associates).
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 statements other than historical facts and include statements typically
containing words such as “will”, “may”, “should”, “believe”, “intends”, “expects”, “anticipates”, “targets”, “estimates”, “likely”, “foresees”,
“preparing” 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, but not limited to, the effects of the COVID-19 pandemic and uncertainties about its impact and duration 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 24 March 2020. Many of these risks and uncertainties are, and will be,
exacerbated by the COVID-19 pandemic and any worsening of the global business and economic environment as a result. 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 and 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.
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Date: 31-03-2020 07:05:00
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