TIDM92PG
RNS Number : 0944U
Anheuser-Busch InBev SA/NV
26 March 2019
NOT FOR DISTRIBUTION INTO THE UNITED STATES, CANADA, JAPAN OR
AUSTRALIA
Anheuser-Busch InBev Announces Pricing of EUR 2.25 Billion Notes
and Redemption of
USD 1.56 Billion and EUR 750 Million Notes
Brussels, 26 March 2019 -- 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 2,250,000,000
aggregate principal amount of notes (the "New Notes"). The New
Notes will be issued on 29 March 2019. The New Notes will comprise
the following series:
Title of Securities 8.25-year 1.125% Notes 12-year 1.650% Notes
due 2027 due 28 March 2031
--------------------- ----------------------- --------------------------
Aggregate principal
amount EUR 1,250,000,000 EUR 1,000,000,000
--------------------- ----------------------- --------------------------
Maturity date 1 July 2027 28 March 2031
--------------------- ----------------------- --------------------------
Interest payment Annually on 1 July of Annually on 28 March
dates each year, with first of each year, with first
coupon payable on 1 coupon payable on 28
July 2019 March 2020
--------------------- ----------------------- --------------------------
Interest Rate 1.125% 1.650%
The New Notes will be issued by AB InBev and will be fully,
unconditionally and irrevocably guaranteed by Anheuser-Busch
Companies, LLC, Anheuser-Busch InBev Finance Inc., Anheuser-Busch
InBev Worldwide Inc., Brandbev S.à r.l, Brandbrew S.A. and Cobrew
NV. The New Notes will be senior, unsecured obligations of AB InBev
and will rank equally with all other existing and future unsecured
and unsubordinated debt obligations of AB InBev.
The proceeds of the New Notes will be used for general corporate
purposes, including repayment of upcoming debt maturities in 2021
to 2024 and 2020. The New Notes will be issued by AB InBev under
its Euro Medium Term Note programme base prospectus published on 12
December 2018, as supplemented by a first supplemental prospectus
dated 25 March 2019.
It is expected that the New Notes will be listed in due course
on the London Stock Exchange.
AB InBev further announces that it and its wholly-owned
subsidiaries Anheuser-Busch InBev Worldwide Inc. ("ABIWW") and
Anheuser-Busch InBev Finance Inc. ("ABIFI") are exercising their
respective options to redeem the outstanding principal amounts
indicated in the table below of the following series of notes on 25
April 2019 (the "Redemption Date"):
Aggregate Principal Amount Aggregate Principal Amount
Issuer Outstanding to be Redeemed Title of Series of Notes CUSIP No.
2.25% Notes due 2020 (the
AB InBev EUR 750,000,000 EUR 750,000,000 "EUR Notes") BE6258027729
ABIWW USD 1,249,451,000 USD 1,249,451,000 3.750% Notes due 2022 (the 035240 AD2
"2022 Notes")
ABIFI USD 3,114,074,000 USD 315,000,000 3.300% Notes due 2023 (the 035242 AL0
"2023 Notes" and together
with the 2022 Notes, the
"USD Notes")
The EUR Notes will be redeemed in accordance with the Conditions
of the EUR Notes in full on the Redemption Date at a make-whole
price equal to the greater of (i) the outstanding principal amount
of the EUR Notes; or (ii) the sum, as determined by the Calculation
Agent, of the present values of the remaining scheduled payments of
principal and interest on the Notes to redeemed (not including any
portion of such payments of interest accrued to the date of
redemption) discounted to the Redemption Date on an annual basis
(assuming a 360-day year constituting of 30-day months) at the rate
per annum equal to the equivalent yield to maturity of the
Reference Bond calculated using a price for the Reference Bond
(expressed as a percentage of its principal amount equal to the
Reference Bond Price for such Redemption Date) plus 20 basis points
(the "EUR Redemption Price"). The Reference Rate will be calculated
on the third Business Day preceding the Redemption Date.
Capitalized terms used in this paragraph have the meanings assigned
to such terms in the Conditions of the EUR Notes.
The 2022 Notes will be redeemed in full on the Redemption Date
at a make-whole redemption price equal to the greater of (i) 100%
of the principal amount of the 2022 Notes; and (ii) as determined
by the Independent Investment Banker, the sum of the present values
of the remaining scheduled payments of principal and interest on
the 2022 Notes discounted to the Redemption Date on a semiannual
basis (assuming a 360-day year consisting of twelve 30-day months
or in the case of an incomplete month, the number of days elapsed)
at the Treasury Rate plus 30 basis points together with, in each
case, accrued and unpaid interest on the principal amount of the
2022 Notes to be redeemed to (but excluding) the Redemption Date
(the "2022 Redemption Price"). The Treasury Rate will be calculated
on the third Business Day preceding the Redemption Date. Such
redemption is pursuant to the terms of the Indenture, dated as of
16 December 2016, by and among ABIWW, AB InBev, the subsidiary
guarantors named therein and The Bank of New York Mellon Trust
Company, N.A., as trustee (the "December 2016 Indenture"), the
Fourth Supplemental Indenture thereto, dated as of 16 December 2016
(the "Fourth Supplemental Indenture"), and the terms of the 2022
Notes. Capitalized terms used in this paragraph have the meanings
assigned to such terms in the December 2016 Indenture, the Fourth
Supplemental Indenture and the terms of the 2022 Notes, as
applicable.
USD 315,000,000 aggregate principal amount of the 2023 Notes
will be redeemed on the Redemption Date at a make-whole redemption
price equal to the greater of (i) 100% of the principal amount of
the 2023 Notes; and (ii) as determined by the Independent
Investment Banker, the sum of the present values of the remaining
scheduled payments of principal and interest on the 2023 Notes as
if the 2023 Notes matured on 1 December 2022 (not including any
portion of such payments of interest accrued to the Redemption
Date) discounted to the Redemption Date on a semiannual basis
(assuming a 360-day year consisting of twelve 30-day months) at the
Treasury Rate plus 25 basis point; plus, in each case, accrued and
unpaid interest on the principal amount of the 2023 Notes to be
redeemed to (but excluding) the Redemption Date (the "2023
Redemption Price"). The Treasury Rate will be calculated on the
third Business Day preceding the Redemption Date. Such redemption
is pursuant to the terms of the Indenture, dated as of 25 January
2016, by and among ABIFI, AB InBev, the subsidiary guarantors named
therein and The Bank of New York Mellon Trust Company, N.A., as
trustee (the "January 2016 Indenture"), the Third Supplemental
Indenture thereto, dated as of 25 January 2016 (the "Third
Supplemental Indenture"), and the terms of the 2023 Notes.
Capitalized terms used in this paragraph have the meanings assigned
to such terms in the January 2016 Indenture, the Third Supplemental
Indenture and the terms of the 2023 Notes, as applicable.
On the Redemption Date, (i) the EUR Notes and 2022 Notes will no
longer be deemed outstanding, (ii) USD 2,799,074,000 principal
amount of the 2023 Notes will remain outstanding, (iii) the
Redemption Price will become due and payable on the Notes, as
applicable, and, (iv) unless the Company defaults in making payment
of the Redemption Price, interest on the Notes called for
redemption shall cease to accrue on and after the Redemption
Date.
The trustee and the Domiciliary Agent are transmitting to
registered holders of the Notes the notices of redemption
containing information required by December 2016 Indenture, the
January 2016 Indenture, the Fourth Supplemental Indenture, the
Third Supplemental Indenture, the terms of the 2022 Notes, the
terms of the 2023 Notes and the terms of the EUR Notes, as
applicable. For the redemption price of the USD notes, please
contact Shannon Matthews at BNY Mellon
(shannon.matthews@bnymellon.com) and for the EUR Notes please
contact BNP Paribas Fortis
(cmops.securitiesoperations.cb@bnpparibasfortis.com).
IMPORTANT NOTICES
This announcement does not constitute an offer of the securities
to the public in the United Kingdom (the "UK"). This announcement
is only being distributed to, and is directed only at, persons who
(i) have professional experience in matters relating to investments
falling within Article 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005, as amended (the
"Financial Promotion Order"), (ii) are high net worth entities
falling within Article 49(2)(a) to (d) of the Financial Promotion
Order, or (iii) are other persons to whom it may otherwise lawfully
be communicated (all such persons together being referred to as
"relevant persons"). In the UK, any investment activity and the New
Notes to which this announcement relates are only available to, and
any invitation, offer or agreement to subscribe, purchase or
otherwise acquire the New Notes will be engaged in only with,
relevant persons. This announcement and its contents must not be
acted on or relied on by persons who are not relevant persons.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS - 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 European Economic Area ("EEA"). 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 customer
within the meaning of Directive 2002/92/EC (as amended or
superseded), 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). No key information document
required by Regulation (EU) No 1286/2014 (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.
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 New Notes has led to the conclusion that: (i) the target
market for the New Notes is eligible counterparties and
professional clients only, each as defined in MiFID II; and (ii)
all channels for distribution of the New Notes to eligible
counterparties and professional clients are appropriate. Any person
subsequently offering, selling or recommending the New 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 New Notes (by either adopting or refining the
manufacturers' target market assessment) and determining
appropriate distribution channels.
The New 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.
The distribution of this announcement and other information in
connection with the offer of the New Notes 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 shall not constitute an offer to sell or the
solicitation of an offer to buy any securities nor will there be
any sale of 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.
English, Dutch and French versions of this announcement will be
available on www.ab-inbev.com.
Investors Media
Lauren Abbott Pablo Jimenez
Tel: +1 212 573 9287 Tel: +1 212 573 9289
E-mail: lauren.abbott@ab-inbev.com E-mail:
pablo.jimenez@ab-inbev.com
Mariusz Jamka Aimee Baxter
Tel: +32 16 276 888 Tel: +1 718 650 4003
E-mail: mariusz.jamka@ab-inbev.com E-mail: aimee.baxter@ab-inbev.com
Jency John Ingvild Van Lysebetten
Tel: +1 646 746 9673 Tel: +32 16 276 823
E-mail: jency.john@ab-inbev.com E-mail:
ingvild.vanlysebetten@ab-inbev.com
Fixed Income Investors
Gabriel Ventura
Tel: +1-212-478-7031
E-mail: gabriel.ventura@ab-inbev.com
Suma Prasad
Tel: +1-212-503-2887
E-mail: suma.prasad@ab-inbev.com
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 ABI SAB Group Holdings Limited 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
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 22 March
2019. 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.
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(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), Cristal(R), Harbin(R), Jupiler(R), Michelob
Ultra(R), Modelo Especial(R), Quilmes(R), Victoria(R), Sedrin(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
175,000 employees based in nearly 50 countries worldwide. For 2018,
AB InBev's reported revenue was 54.6 billion USD (excluding JVs and
associates).
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
IODSEIFAMFUSEED
(END) Dow Jones Newswires
March 26, 2019 14:27 ET (18:27 GMT)
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