TIDM92PG
RNS Number : 5640Q
Anheuser-Busch InBev SA/NV
30 November 2016
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
Results of Early Tenders and Consents in USD Notes Exchange
Offers
Anheuser-Busch InBev ("AB InBev") (Euronext: ABI) (NYSE: BUD)
(MEXBOL: ANB) (JSE: ANH) today announced that as of 5:00 p.m. New
York City time, on November 29, 2016 (the "Early Participation
Date"), the aggregate principal amounts listed below of seven
series of notes, 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"), had been validly
tendered and not withdrawn in connection with AB InBev's previously
announced offers to exchange all validly tendered and accepted
SABMiller Notes of each such series for new notes issued by
Anheuser-Busch InBev Worldwide Inc. (the "Issuer) (collectively,
the "AB InBev Notes"), and the related solicitation of consents to
amend the note documents governing the SABMiller Notes. 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 but has not yet been declared effective.
Aggregate Principal Amount Percentage of Total Outstanding
Tendered and Consents Received Principal Amount of such Series
Series of SABMiller Notes as of the Early Participation of SABMiller Notes Tendered
Offered for Exchange CUSIP/ISIN No. Date and Consenting
--------------------------------- ---------------- ------------------------------- --------------------------------
6.50% Notes due 2018 G77395 AF1 $626,658,000 89.52%
78572M AF2
USG77395AF14
US78572MAF23
78573A AE0
U7787R AF8
US78573AAE01
2.200% Fixed Rate Notes due 2018 USU7787RAF83 $639,715,000 85.30%
78573A AG5
U7787R AG6
US78573AAG58
Floating Rate Notes due 2018 USU77 87RAG66 $307,655,000 87.90%
78573A AA8
U7787R AA9
US78573AAA88
3.750% Notes due 2022 USU7787RAA96 $2,336,267,000 93.45%
78572MAA3
G77395AA2
6.625% Guaranteed Notes due US78572MAA36
August 2033 USG77395AA27 $298,300,000 99.43%
5.875% Notes due 2035 Q3748T AC3 $300,000,000 100.00%
30239X AD9
USQ3748TAC38
US30239XAD93
78573A AC4
U7787R AC5
US78573AAC45
4.950% Notes due 2042 USU7787RAC52 $1,488,530,000 99.24%
The exchange offers and consent solicitations (together, the
"Exchange Offers") commenced on November 14, 2016 and expire at
11:59 p.m., New York City time, on December 13, 2016 (the
"Expiration Date"), unless extended or terminated. The AB InBev
Notes are expected to be issued promptly on or about the third
business day following the Expiration Date (the "Settlement
Date").
The dealer managers for the Exchange Offers relating to the
SABMiller Notes are:
BofA Merrill Lynch Citigroup Global Markets, Deutsche Bank Securities
Inc. Inc.
214 North Tryon Street,
14th Floor 390 Greenwich Street, 60 Wall Street
Charlotte, North Carolina 1st Floor New York, NY 10005
28255 New York, NY 10013 U.S.A.
U.S.A. U.S.A.
Attention: Liability
Attention: Liability Attention: Liability Management Group
Management Group Management Group
By Telephone:
By Telephone: By Telephone: (866) 627-0391 (toll--free)
(888) 292-0070 (toll-free) (800) 558-3745 (toll-free) (212) 250-2955 (collect)
(980) 683 - 3215 (collect) (212) 723-6106 (collect)
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 contact@gbsc-usa.com 65 Broadway-Suite 404
Collect: New York, New York 10006
+1 (212) 430-3774 ATTN: Corporate Actions
All Others, Please
Call Toll-Free:
+1 (866) 470-3900
The Exchange Offers are being made pursuant to the terms and
conditions set forth in AB InBev's prospectus, dated as of November
14, 2016 (the "Prospectus"), which forms a part of the Registration
Statement. Tendered SABMiller Notes, and related consents, may be
validly withdrawn at any time prior to the Expiration Date and AB
InBev may terminate or withdraw the Exchange Offers at any time for
any reason.
This press release is not an offer to sell or a solicitation of
an offer to buy any of the securities described herein and is also
not a solicitation of the related consents. The Exchange Offers may
be made solely pursuant to the terms and conditions of the
Prospectus, and the other related materials. A Registration
Statement relating to the AB InBev Notes has been filed with the
SEC but has not yet become effective. The AB InBev Notes may not be
sold, nor may offers to buy be accepted, prior to the time the
Registration Statement is declared effective by the SEC.
Security holders are urged to read the exchange offer materials,
when available, including the Registration Statement on Form F-4
filed with the SEC, as amended from time to time, the related
prospectus, and the other materials related to the proposed
exchange offer filed with the SEC, because they contain important
information. These and other documents relating to the proposed
exchange offer, when they are filed with the SEC, may be obtained,
free of charge, on the SEC's web site at www.sec.gov, or may be
obtained, free of charge, from the Issuer after the exchange offer
has been commenced by requesting in writing or by telephone to
+1-212-573-4365. A copy of the prospectus for the exchange offers,
when prepared, will also be available, free of charge.
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 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.
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 Heiko Vulsieck
Tel: +1-212-573-9283 Tel: +32-16-27-68-88
E-mail: karen.couck@ab-inbev.com E-mail: heiko.vulsieck@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
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(R), Corona(R) and Stella Artois(R); multi-country brands
Beck's(R), Castle(R), Castle Lite(R), Hoegaarden(R) and Leffe(R);
and local champions such as Aguila(R), Antarctica(R), Bud Light(R),
Brahma(R), Cass(R), Chernigivske(R), Cristal(R), Harbin(R),
Jupiler(R), Klinskoye(R), Michelob Ultra(R), Modelo Especial(R),
Quilmes(R), Victoria(R), Sedrin(R), Sibirskaya Korona(R) and
Skol(R). 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).
English, Dutch and French versions of this press release will be
available on www.ab-inbev.com.
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
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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
DOCURVARNNAAOAA
(END) Dow Jones Newswires
November 30, 2016 07:09 ET (12:09 GMT)
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