TIDM92PG
RNS Number : 1134R
Anheuser-Busch InBev SA/NV
25 June 2020
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR
RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS
(INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN
SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS, ANY STATE OF
THE UNITED STATES AND THE DISTRICT OF COLUMBIA) (the "United
States") OR TO ANY U.S. PERSON (AS DEFINED BELOW) OR IN OR INTO ANY
OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS
ANNOUNCEMENT .
25 June 2020
ANHEUSER BUSCH INBEV SA/NV ANNOUNCES TER OFFERS TO PURCHASE
NOTES FOR CASH
Anheuser Busch InBev SA/NV (the "Issuer") has today launched
separate invitations to holders of its outstanding (i) EUR
750,000,000 4.00 per cent. Notes due 2021 (ISIN: BE6221503202),
(ii) EUR 650,000,000 1.950 per cent. Notes due 2021 (ISIN:
BE6265141083), (iii) EUR 2,000,000,000 0.875 per cent. Notes due
2022 (ISIN: BE6285452460) and (iv) EUR 1,000,000,000 0.800 per
cent. Notes due 2023 (ISIN: BE6276039425) (each a "Series" and
together the "Notes") to tender such Notes for purchase by the
Issuer for cash (each such invitation an "Offer" and together the
"Offers"). The Offers are being made on the terms and subject to
the conditions contained in the tender offer memorandum dated 25
June 2020 (the "Tender Offer Memorandum") and are subject to the
offer restrictions set out below and as more fully described in the
Tender Offer Memorandum.
Copies of the Tender Offer Memorandum are (subject to offer
restrictions) available from the Tender Agent as set out below.
Capitalised terms used and not otherwise defined in this
announcement have the meanings given in the Tender Offer
Memorandum.
Summary of the Offers
Aggregate Principal Maximum Acceptance
Description of Notes ISIN Amount Outstanding Fixed Purchase Yield * Amount**
------------------------- ------------- ------------------------- ----------------------- ------------------------
EUR 750,000,000 4.00 per BE6221503202 EUR 750,000,000 -0.05 per EUR 2,000,000,000 in
cent. Notes due 2021 cent. aggregate principal
(the "June 2021 Notes") amount of Notes, or
such higher or lower
amount as
may be determined by
the Issuer.
The amount to be
accepted in respect of
each Series shall be
determined by the
Issuer in its
sole discretion
EUR 650,000,000 1.950 BE6265141083 EUR 650,000,000 -0.05 per
per cent. Notes due 2021 cent.
(the "September 2021
Notes")
EUR 2,000,000,000 0.875 BE6285452460 EUR 2,000,000,000 -0.05 per
per cent. Notes due 2022 cent.
(the "March 2022 Notes")
EUR 1,000,000,000 0.800 BE6276039425 EUR 1,000,000,000 -0.05 per
per cent. Notes due 2023 cent.
(the "April 2023 Notes")
* For information purposes only, the expected Purchase Price for each Series of the Notes
would, when determined in the manner described in the Tender Offer Memorandum on the basis
of a Settlement Date of 7 July 2020, be (i) in respect of the June 2021 Notes, 103.663 per
cent. of the principal amount of such Notes, (ii) in respect of the September 2021 Notes,
102.466 per cent. of the principal amount of such Notes, (iii) in respect of the March 2022
Notes, 101.567 per cent. of the principal amount of such Notes, and (iv) in respect of the
April 2023 Notes, 102.371 per cent. of the principal amount of such Notes. Should the Settlement
Date in respect of the Notes accepted for purchase differ from 7 July 2020, each Purchase
Price will be recalculated, all as further described in the Tender Offer Memorandum.
** The Issuer reserves the right, in its sole and absolute discretion and for any reason,
to significantly increase or decrease the Maximum Acceptance Amount and/or to accept significantly
less than or more than the Maximum Acceptance Amount for purchase pursuant to the Offers.
THE OFFERS COMMENCE ON 25 JUNE 2020 AND WILL EXPIRE AT 17:00 CET
ON 2 JULY 2020 (THE "EXPIRATION DEADLINE"), UNLESS EXTED, WITHDRAWN
OR TERMINATED AT THE SOLE DISCRETION OF THE ISSUER.
Custodians, Direct Participants and Clearing Systems will have
deadlines for receiving instructions prior to the Expiration
Deadline and holders should contact the intermediary through which
they hold their Notes as soon as possible to ensure proper and
timely delivery of instructions.
Purpose of the Offers
The purpose of the Offers is to reduce the Issuer's gross
debt.
Concurrently with the Offers, Anheuser Busch InBev Finance Inc.
announced on 25 June 2020 an invitation to holders of certain
series of its outstanding securities to tender such securities for
cash (the "US Tender Offer"). The US Tender Offer is not the
subject of the Tender Offer Memorandum.
Notes purchased by the Issuer pursuant to the Offers will be
cancelled and will not be re-issued or re-sold. Notes which have
not been validly submitted and accepted for purchase pursuant to
the Offers will remain outstanding.
Purchase Price
The price payable in respect of the Notes accepted for purchase
(in respect of each Series, the "Purchase Price") will be
determined as provided in the Tender Offer Memorandum by reference
to a fixed purchase yield (in respect of each Series, the "Fixed
Purchase Yield") of:
(i) 103.663 per cent. in respect of the June 2021 Notes;
(ii) 102.466 per cent. in respect of the September 2021 Notes;
(iii) 101.567 per cent. in respect of the March 2022 Notes; and
(iv) 102.371 per cent. in respect of the April 2023 Notes.
The Purchase Price for the relevant Series of Notes will be
determined in accordance with market convention and expressed as a
percentage and will equal (a) the value of all remaining payments
of principal and interest on the relevant Series of Notes up to and
including the maturity date for such Series of Notes, discounted to
the Settlement Date at a discount rate equal to the relevant Fixed
Purchase Yield, minus (b) Accrued Interest (as described below) in
respect of such Series of Notes. Each Purchase Price will be
rounded to the nearest 0.001 per cent. with 0.0005 per cent. being
rounded upwards.
Accrued Interest Payment
The Issuer will pay accrued and unpaid interest in respect of
all Notes validly tendered and delivered and accepted for purchase
by the Issuer pursuant to the Offers, from and including the
interest payment date for the relevant Series of Notes immediately
preceding the Settlement Date up to (but excluding) the Settlement
Date.
Maximum Acceptance Amount and Series Acceptance Amounts
The Issuer currently proposes to accept Notes for purchase
pursuant to the Offers in an aggregate amount of up to EUR
2,000,000,000 in principal amount of the Notes (the "Maximum
Acceptance Amount" and the final amount accepted for purchase
pursuant to the Offers being the "Final Acceptance Amount"). The
Issuer reserves the right, in its sole and absolute discretion and
for any reason, to significantly increase or decrease the Maximum
Acceptance Amount and/or to accept significantly less than or more
than the Maximum Acceptance Amount for purchase pursuant to the
Offers. The Issuer will determine the allocation of the Final
Acceptance Amount between each Series in its sole discretion, and
reserves the right in its sole discretion to accept significantly
more or less Notes for purchase than the Maximum Acceptance Amount
(or none) or significantly more or less Notes (or none) of one
Series as compared to the other Series of Notes (the final amount
of each Series accepted for purchase pursuant to the relevant Offer
being the applicable "Series Acceptance Amount"), provided that the
Issuer will set each Series Acceptance Amount at a level which will
ensure that the aggregate principal amount of Notes that the Issuer
will accept for purchase pursuant to the Offers shall not exceed
the Final Acceptance Amount.
Acceptance of Tender Instructions and Pro-ration
Notes validly tendered for purchase will be accepted in the
Issuer's sole and absolute discretion and may be subject to
pro-ration. In the event that the aggregate principal amount of
Notes of a Series represented by Tender Instructions is greater
than the relevant Series Acceptance Amount, such Tender
Instructions, if accepted, will be accepted on a pro-rata
basis.
Amendment and Termination
The Issuer reserves the right, in its sole and absolute
discretion, to extend, re-open, withdraw or terminate the Offers
and to amend or waive any of the terms and conditions of the Offers
(including, but not limited to, purchasing more or less than the
Maximum Acceptance Amount) at any time following the announcement
of the Offers, as described in the Tender Offer Memorandum. Details
of any such extension, re-opening, withdrawal, termination,
amendment or waiver will be notified to the Noteholders as soon as
possible after such decision. Tender instructions, once submitted,
may not be withdrawn except in the limited circumstances outlined
in the Tender Offer Memorandum.
Summary of Action to be Taken
To tender Notes in an Offer, a holder of Notes should deliver,
or arrange to have delivered on its behalf, via the relevant
Clearing System and in accordance with the requirements of such
Clearing System, a valid Tender Instruction that is received in
each case by the Tender Agent by the Expiration Deadline.
Tender Instructions must be submitted in respect of a principal
amount of Notes of the relevant Series of no less than the Minimum
Denomination for that Series and may be submitted in integral
multiples of EUR 1,000 thereafter.
Noteholders holding Notes directly in the NBB-SSS or through a
direct participant of the NBB-SSS (other than a Clearing System)
must, in order to be eligible to participate in the Offers in the
manner specified in the Tender Offer Memorandum, (i) arrange for
the Notes which they wish to tender to be transferred to an account
in either of the Clearing Systems, and (ii) maintain, or where
relevant, procure, access to an account in either of the Clearing
Systems through which such Notes can be traded, and to which both
the applicable Purchase Price and the applicable Accrued Interest
Payment may be credited by the Issuer.
Noteholders who do not have access to an account, as described
above, in either of the Clearing Systems (either directly or
through a Direct Participant or other intermediary), or who do not
transfer the Notes which they wish to tender to a Direct
Participant in either Clearing System, will not be able to submit a
Tender Instruction to the Tender Agent and will not be eligible to
participate in the Offers in the manner specified in the Tender
Offer Memorandum.
Any Noteholder who (i) holds its Notes directly, or through a
direct participant of the NBB-SSS , in an "N account" within the
NBB-SSS, (ii) is not eligible, in accordance with Article 4 of the
Belgian Royal Decree of 26 May 1994, to hold its Notes (directly or
indirectly) in an "X account" within the NBB-SSS, and who is
therefore unable to transfer the relevant Notes with to account in
either of the Clearing Systems and (iii) who is eligible to view
the Tender Offer Memorandum and make an investment decision with
respect to the Offers, may contact the Tender Agent for further
information, using the contact details set out on the last page of
this announcement.
Noteholders are advised to check with any bank, securities
broker or other intermediary through which they hold Notes when
such intermediary would require to receive instructions from a
Noteholder in order for that Noteholder to be able to participate
in, or (in the limited circumstances in which revocation is
permitted) revoke their instruction to participate in, the Offers
before the deadlines specified in the Tender Offer Memorandum. The
deadlines set by any such intermediary and each Clearing System for
the submission of Tender Instructions will be earlier than the
relevant deadlines specified in the Tender Offer Memorandum.
Indicative Timetable
Date Action
------------------------------------------------- -------------------------------------------------------------------
25 June 2020 Commencement of the Offers
Offers announced by way of announcements on the relevant Notifying
News Service(s), through
the Clearing Systems (including through the NBB-SSS for delivery
to participants in the NBB-SSS)
and via RNS.
Tender Offer Memorandum available from the Tender Agent.
17:00 CET on 2 July 2020 Expiration Deadline
Deadline for receipt by the Tender Agent of all Tender
Instructions in order for Noteholders
to be able to participate in the Offers.
As soon as reasonably practicable on 3 July 2020 Announcement of Result of Offers
Announcement of the Issuer's decision whether to accept Notes
validly tendered for purchase
pursuant to the Offers and, if so accepted, details of (i) the
final aggregate principal amount
of the Notes of each Series tendered pursuant to the Offers, (ii)
the Final Acceptance Amount,
(iii) each Series Acceptance Amount, (iv) the Pro-ration Factor
(if any) applicable to each
relevant Series of Notes, and (v) the Purchase Price for each
relevant Series of Notes.
Expected to be on 7 July 2020 Settlement
Expected Settlement Date for the Offers. Payment of Purchase
Consideration and Accrued Interest
Payment in respect of the Offers.
Unless stated otherwise, announcements in connection with the
Offers will be made via RNS. Such announcements may also be made by
(i) the issue of a press release to a Notifying News Service and
(ii) the delivery of notices to the Clearing Systems (including
through the NBB-SSS for delivery to participants in the NBB-SSS)
for communication to Direct Participants. Copies of all such
announcements, press releases and notices can also be obtained from
the Tender Agent, the contact details for whom are on the last page
of this announcement. Significant delays may be experienced where
notices are delivered to the Clearing Systems and Noteholders are
urged to contact the Tender Agent for the relevant announcements
relating to the Offers.
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT
QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE
MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU)
596/2014 ("MAR").
FOR THE PURPOSES OF MAR AND ARTICLE 2 OF COMMISSION IMPLEMENTING
REGULATION (EU) 2016/1055, THIS ANNOUNCEMENT IS MADE BY DANIEL
STROTHE .
Further Information
A complete description of the terms and conditions of the Offers
is set out in the Tender Offer Memorandum. Before making a decision
with respect to the Offers, Noteholders should carefully consider
all of the information in the Tender Offer Memorandum.
BNP Paribas and Deutsche Bank Aktiengesellschaft are the dealer
managers (the "Dealer Managers") for the Offers and Lucid Issuer
Services Limited is the tender agent (the "Tender Agent") for the
Offers.
Questions and requests for assistance in connection with the
Offers may be directed to:
DEALER MANAGERS
BNP Paribas Deutsche Bank Aktiengesellschaft
16, boulevard des Italiens Mainzer Landstr. 11 - 17
75009 Paris 60329 Frankfurt am Main
France Germany
Telephone: +33 1 55 77 78 94 Telephone: +44 (0)20 7545 8011
Attention: Liability Management Group Attention: Liability Management Group
Email: liability.management@bnpparibas.com
THE TER AGENT
Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
United Kingdom
Telephone: + 44 20 7704 0880
Attention: Thomas Choquet
Email: ab-inbev@lucid-is.com
None of the Dealer Managers, the Tender Agent, the Issuer, the
Guarantors, nor any director, officer, employee, agent or affiliate
of any such person, is acting for any Noteholder, or will be
responsible to any Noteholder for providing any protections which
would be afforded to its clients or for providing advice in
relation to the Offers, and accordingly none of the Dealer
Managers, the Tender Agent, the Issuer, the Guarantors, nor any
director, officer, employee, agent or affiliate of, any such person
makes any recommendation whether Noteholders should tender Notes in
the Offers. If any Noteholder is in any doubt as to the action it
should take or is unsure of the impact of the Offers, it is
recommended to seek its own financial and legal advice, including
as to any tax consequences, from its stockbroker, bank manager,
solicitor, accountant or other independent financial or legal
adviser.
Offer and Distribution Restrictions
United States
The Offers are not being made and will not be made, directly or
indirectly, in or into, or by use of the mails of, or by any means
or instrumentality of interstate or foreign commerce of, or of any
facilities of a national securities exchange of, the United States
or to any U.S. Person (as defined in Regulation S of the United
States Securities Act of 1933, as amended (each a "U.S. Person")).
This includes, but is not limited to, facsimile transmission,
electronic mail, telex, telephone, the internet and other forms of
electronic communication. Accordingly, copies of the Tender Offer
Memorandum or this announcement and any other documents or
materials relating to the Offers are not being, and must not be,
directly or indirectly, mailed or otherwise transmitted,
distributed or forwarded (including, without limitation, by
custodians, nominees or trustees) in or into the United States or
to a U.S. Person and the Notes cannot be tendered in the Offers by
any such use, means, instrumentality or facility or from or within
or by persons located or resident in the United States or by any
U.S. Person. Any purported tender of Notes in the Offers resulting
directly or indirectly from a violation of these restrictions will
be invalid and any purported tender of Notes made by a person
located in the United States, by a U.S. Person, by any person
acting for the account or benefit of a U.S. Person, or by any
agent, fiduciary or other intermediary acting on a
non-discretionary basis for a principal that is giving instructions
from within the United States or is a U.S. Person will be invalid
and will not be accepted.
Each holder of Notes participating in an Offer will represent
that it is not a U.S. Person, is not located in the United States
and is not participating in such Offer from the United States, or
it is acting on a non-discretionary basis for a principal located
outside the United States that is not giving an order to
participate in such Offer from the United States and who is not a
U.S. Person. For the purposes of this and the above paragraph,
"United States" means the United States of America, its territories
and possessions (including Puerto Rico, the U.S. Virgin Islands,
Guam, American Samoa, Wake Island and the Northern Mariana
Islands), any state of the United States of America and the
District of Columbia.
United Kingdom
The communication of the Tender Offer Memorandum, this
announcement and any other documents or materials relating to the
Offers is not being made, and such documents and/or materials have
not been approved, by an authorised person for the purposes of
section 21 of the Financial Services and Markets Act 2000.
Accordingly, such documents and/or materials are not being
distributed to, and must not be passed on to, the general public in
the United Kingdom. The communication of such documents and/or
materials as a financial promotion is only being made to those
persons in the United Kingdom falling within the definition of
investment professionals (as defined in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (the "Financial Promotion Order")) or persons who are within
Article 43(2) of the Financial Promotion Order or any other persons
to whom it may otherwise lawfully be made under the Financial
Promotion Order.
France
The Offers are not being made, directly or indirectly, in the
Republic of France ("France") other than to qualified investors
(investisseurs qualifiés) as defined in article 2(e) of Regulation
(EU) 2017/1129. Neither the Tender Offer Memorandum, this
announcement nor any other documents or materials relating to the
Offers have been or shall be distributed in France other than to
qualified investors (investisseurs qualifiés) and only qualified
investors (investisseurs qualifiés) are eligible to participate in
the Offers. The Tender Offer Memorandum, this announcement and any
other document or material relating to the Offers have not been and
will not be submitted for clearance to nor approved by the Autorité
des marchés financiers.
Belgium
The Offers are not being made, directly or indirectly, to the
public in Belgium. Neither the Tender Offer Memorandum nor any
other documents or materials relating to the Offers have been
submitted to or will be submitted for approval or recognition to
the Financial Services and Markets Authority (Autorité des services
et marchés financiers / Autoriteit voor financiële diensten en
markten) and, accordingly, the Offers may not be made in Belgium by
way of a public offering, as defined in Articles 3, --1, 1deg and 6
of the Belgian Takeover Law as amended or replaced from time to
time. Accordingly, the Offers may not be advertised and the Offers
will not be extended, and neither the Tender Offer Memorandum nor
any other documents or materials relating to the 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 to
"qualified investors" within the meaning of article 2(e) of
Regulation (EU) 2017/1129 acting on their own account. The Tender
Offer Memorandum and this announcement have been issued only for
the personal use of the above qualified investors and exclusively
for the purpose of the Offers. Accordingly, the information
contained in the Tender Offer Memorandum and/or this announcement
may not be used for any other purpose or disclosed to any other
person in Belgium.
Italy
None of the Offers, the Tender Offer Memorandum, this
announcement or any other documents or materials relating to the
Offers have been or will be submitted to the clearance procedure of
the Commissione Nazionale per le Società e la Borsa ("CONSOB").
The 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 4 of CONSOB
Regulation No. 11971 of 14 May 1999 (the "Issuer's
Regulation").
Noteholders, or beneficial owners of the Notes, can tender some
or all of their Notes pursuant to the Offers through authorised
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.
20307 of 15 February 2018, 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 information duties vis-Ã -vis its clients in
connection with the Notes or the Offers.
General
None of the Tender Offer Memorandum, this announcement or the
electronic transmission thereof constitutes an offer to buy or the
solicitation of an offer to sell Notes (and tenders of Notes for
purchase pursuant to the Offers will not be accepted from
Noteholders) in any circumstances in which such offer or
solicitation is unlawful. In any jurisdiction where the securities,
blue sky or other laws require an Offer to be made by a licensed
broker or dealer and any of the Dealer Managers or any of their
respective affiliates is such a licensed broker or dealer in any
such jurisdiction, such Offer shall be deemed to be made by such
Dealer Manager or such affiliate, as the case may be, on behalf of
the Issuer in such jurisdiction.
In addition to the representations referred to above in respect
of the United States, each Noteholder participating in an Offer
will be deemed to give certain representations in respect of the
other jurisdictions referred to above and generally as set out in
the Tender Offer Memorandum under the heading "Procedures for
Participating in the Offers". Any tender of Notes for purchase
pursuant to the Offers from a Noteholder that is unable to make
these representations may not be accepted.
Each of the Issuer, the Guarantors, the Dealer Managers and the
Tender Agent reserves the right, in its sole and absolute
discretion, to investigate, in relation to any tender of Notes for
purchase pursuant to an Offer whether any such representation given
by a Noteholder is correct and, if such investigation is undertaken
and as a result the Issuer determines (for any reason) that such
representation is not correct, such tender or submission may be
rejected.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
TENKKPBPDBKDFAB
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