TIDM92PG
RNS Number : 0559Z
Anheuser-Busch InBev SA/NV
15 September 2020
15 September 2020
ANHEUSER-BUSCH INBEV SA/NV ANNOUNCES FINAL RESULTS OF ITS EUR
TER OFFERS
On 8 September 2020, Anheuser-Busch InBev SA/NV (the "Issuer")
launched separate invitations to holders of its outstanding (i)
EUR1,500,000,000 Floating Rate Notes due 2024 (ISIN: BE6301509012),
(ii) EUR750,000,000 2.875% Notes due 2024 (ISIN: BE6243179650) and
(iii) EUR2,500,000,000 1.500% Notes due 2025 (ISIN: BE6285454482)
(together, the "EUR Notes") to tender any and all such EUR Notes
for purchase by the Issuer for cash (each such invitation a "EUR
Tender Offer" and together the "EUR Tender Offers"). The EUR Tender
Offers were made on the terms and subject to the conditions
contained in the offer to purchase dated 8 September 2020 (the
"Offer to Purchase") and are subject to the offer restrictions set
out below and as more fully described in the Offer to Purchase.
Capitalised terms used and not otherwise defined in this
announcement have the meanings given in the Offer to Purchase.
The Tender Offers expired at 5:00 p.m., New York City time, on
14 September 2020 (the "Expiration Date"). The Settlement Date will
be promptly following the Expiration Date and is expected to be 17
September 2020.
According to information provided by the EUR Tender Agent,
EUR1,064,484,000 combined aggregate principal amount of the EUR
Notes were validly tendered prior to or at the Expiration Date and
not validly withdrawn. The aggregate principal amount of each
series of EUR Notes validly tendered and not validly withdrawn at
or prior to the Expiration Date is as follows:
Principal Amount
Principal Amount Remaining
Title of Notes ISIN Tender Consideration(1) Tendered(2) Outstanding(2)
------------------------- -------------- ------------------------ ------------------------ -----------------------
Floating Rate Notes due
2024 BE6301509012 EUR1,007.50 EUR517,089,000 EUR982,911,000
2.875% Notes due 2024 BE6243179650 EUR1,126.35 EUR194,612,000 EUR555,388,000
1.500% Notes due 2025 BE6285454482 EUR1,077.57 EUR352,783,000 EUR2,147,217,000
Notes:
(1) Payable in cash per each EUR1,000 principal amount of the
specified series of EUR Notes validly tendered and not validly
withdrawn and accepted for purchase.
(2) No Holders submitted a properly completed and duly executed
Notice of Guaranteed Delivery and so these figures are not subject
to change based on deliveries under the Guaranteed Delivery
Procedures.
The Issuer expects to accept, on the Settlement Date, all EUR
Notes validly tendered and not validly withdrawn at or prior to the
Expiration Date. Upon the terms and subject to the conditions set
forth in the Offer to Purchase, Holders who validly tendered and
who did not validly withdraw their EUR Notes at or prior to the
Expiration Date, subject to the tender in the applicable Minimum
Authorized Denominations, and whose EUR Notes are accepted for
purchase by the Issuer, will receive the applicable Tender
Consideration specified in the table above. In addition to the
applicable Tender Consideration, Holders whose EUR Notes are
accepted for purchase will be paid the accrued and unpaid interest
on such EUR Notes from, and including, the immediately preceding
interest payment date applicable to such EUR Notes to, but
excluding, the Settlement Date. No further interest will be paid to
the Holders who tender such EUR Notes, including if a record date
for an interest payment on such EUR Notes has passed before the
Settlement Date.
Upon the terms and subject to the conditions set forth in the
Offer to Purchase, on the Settlement Date, the Issuer expects to
pay an aggregate total consideration (excluding the Accrued Coupon
Payment) of (a) EUR520,967,167.50 for the Floating Rate Notes due
2024, (b) EUR219,201,226.20 for the 2.875% Notes due 2024 and (c)
EUR380,148,377.31 for the 1.500% Notes due 2025.
All EUR Notes repurchased pursuant to the EUR Tender Offers will
be cancelled.
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, GLOBAL DIRECTOR (TREASURY) OF THE ISSUER.
Further Information
A complete description of the terms and conditions of the EUR
Tender Offers is set out in the Offer to Purchase. Before making a
decision with respect to the EUR Tender Offers, Holders should
carefully consider all of the information in the Offer to
Purchase.
Barclays Bank PLC, BofA Securities, Deutsche Bank Securities
Inc., J.P. Morgan Securities plc and Santander Investment
Securities Inc. are the dealer managers (the "Dealer Managers") for
the EUR Tender Offers and Lucid Issuer Services Limited is the
tender agent (the "EUR Tender Agent") for the EUR Tender
Offers.
Questions and requests for assistance in connection with the EUR
Tender Offers may be directed to:
DEALER MANAGERS
Barclays Bank PLC BofA Securities Deutsche Bank Securities Inc.
745 Seventh Avenue 620 S Tryon Street, 20(th) Floor 60 Wall Street
New York, NY 10019 Charlotte, North Carolina 28255 New York, NY 10005
USA USA USA
Attn: Liability Management Group U.S. Collect: Attn: Liability Management Group Attn: Liability Management Group
+1 (212) 528-7581 U.S. Collect: +1 (704) 560-7937 U.S. Collect: +1 (212) 250-2955
U.S. Toll Free: +1 (800) 438-3242 Email: debt_advisory@bofa.com U.S. Toll Free: +1 (866) 627-0391
U.K. Telephone: +44 20 3134 8515 In London: U.K. Telephone: +44 20 7545 8011
Email: us.lm@barclays.com U.K. Telephone: +44 20 7996 5420
Email: DG.LM-EMEA@bofa.com
J.P. Morgan Securities plc Santander Investment Securities Inc.
25 Bank Street 45 East 53rd Street
Canary Wharf New York, NY 10022
London E14 5JP USA
United Kingdom
Attn: Liability Management Group Attn: Liability Management Group
U.K. Telephone: +44 20 7134 2468 U.S. Collect: +1 (212) 940-1442
Email: liability_management_EMEA@jpmorgan.com U.S. Toll Free: +1 (855) 404-3636
U.K. Telephone: +44 20 7756 6909 / +44 20 7756 6227
THE EUR 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
Offer and Distribution Restrictions
The Issuer has not filed this announcement or the Offer to
Purchase with, and neither this announcement nor the Offer to
Purchase has been reviewed by, any federal or state securities
commission or regulatory authority of any country. No authority has
passed upon the accuracy or adequacy of this announcement or the
Offer to Purchase, and it is unlawful and may be a criminal offense
to make any representation to the contrary. No person has been
authorized to give any information or to make any representations
other than those contained or incorporated by reference in the
Offer to Purchase. Holders must comply with all laws that apply to
them in connection with the Offer to Purchase. Holders must also
obtain any consents or approvals that they need in order to tender
EUR Notes pursuant to the EUR Tender Offers. None of the Issuer,
the Guarantors, the Dealer Managers or the EUR Tender Agent is
responsible for Holders' compliance with these legal
requirements.
Neither this announcement nor the Offer to Purchase constitutes
an offer to purchase or a solicitation of an offer to sell EUR
Notes in any jurisdiction in which, or to or from any person to or
from whom, it is unlawful to make such offer or solicitation under
applicable securities or blue sky laws. In those jurisdictions
where the securities, blue sky or other laws require the EUR Tender
Offers to be made by a licensed broker or dealer and any of the
Dealer Managers or any of the Dealer Managers' respective
affiliates is such a licensed broker or dealer in any such
jurisdiction, the EUR Tender Offers shall be deemed to be made by
such Dealer Manager or affiliate, as the case may be, on behalf of
the Issuer in such jurisdiction. Neither the delivery of the Offer
to Purchase nor any purchase of EUR Notes will, under any
circumstances, create any implication that the information
contained in the Offer to Purchase is current as of any time
subsequent to the date of such information.
United Kingdom. The communication of this announcement, the
Offer to Purchase and any other documents or materials relating to
the EUR Tender Offers is not being made by 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 (the "FSMA"). 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 is exempt from the restriction on
financial promotions under section 21(1) of the FSMA on the basis
that it is only directed at and may only be communicated to: (1)
persons who are outside of the United Kingdom; (2) investment
professionals falling within the definition contained in Article
19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (the "Order"); (3) those persons who are
existing members or creditors of the Issuer or other persons
falling within Article 43(2) of the Order; or (4) any other persons
to whom such documents and/or materials may lawfully be
communicated in accordance with the Order (all such persons
together being referred to as "relevant persons"). This
announcement, the Offer to Purchase and any other documents or
materials relating to the EUR Tender Offers are only available to
relevant persons. Any person who is not a relevant person should
not act or rely on this document or any of its contents.
France. The EUR Tender Offers are not being made, directly or
indirectly, in the Republic of France (other than to Qualified
Investors (as defined below)). This announcement, the Offer to
Purchase and any other documents or offering material relating to
the EUR Tender Offers may not be distributed or caused to be
distributed to the public in the Republic of France (other than to
Qualified Investors (as defined below)). Only qualified investors
(investisseurs qualifiés) as defined in, and in accordance with,
Article 2(e) of Regulation (EU) 2017/1129 (the "Prospectus
Regulation"), and Article L. 411-2 of the French Code monétaire et
financier ("Qualified Investors"), are eligible to participate in
the EUR Tender Offers. Neither this announcement, the Offer to
Purchase nor any other documents or materials relating to the EUR
Tender Offers have been or will be submitted for clearance to the
Autorité des marchés financiers.
Italy. None of the EUR Tender Offers, this announcement, the
Offer to Purchase or any other documents or materials relating to
the EUR Tender Offers have been or will be submitted to the
clearance procedure of the Commissione Nazionale per le Società e
la Borsa ("CONSOB") pursuant to applicable Italian laws and
regulations. The Tender Offers are being carried out in the
Republic of Italy ("Italy") as exempted offers pursuant to article
101-bis, paragraph 3-bis of the Legislative Decree No. 58 of
February 24, 1998, as amended (the "Financial Services Act") and
article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of May
14, 1999, as amended. Holders or beneficial owners of the EUR Notes
that are resident or located in Italy can tender their EUR Notes
for purchase 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. 20307 of February 15, 2018, as amended, and
Legislative Decree No. 385 of September 1, 1993, as amended) and in
compliance with any other applicable laws and regulations and with
any requirements imposed by CONSOB or any other Italian authority.
Each intermediary must comply with applicable laws and regulations
concerning information duties vis-à-vis its clients in connection
with the EUR Notes or the Offer to Purchase.
Belgium. Neither this announcement, the Offer to Purchase nor
any other documents or materials relating to the EUR Tender Offers
have been, or will be, submitted or notified to, or approved or
recognized by, the Belgian Financial Services and Markets Authority
("Autorité des services et marchés financiers"/"Autoriteit voor
Financiële Diensten en Markten"). The Tender Offers are not being
made in Belgium by way of a public offering within the meaning of
Articles 3, --1, 1deg and 6, --1 of the Belgian Law of April 1,
2007 on public takeover bids ("loi relative aux offres publiques
d'acquisition"/ "wet op de openbare overnamebiedingen"), as amended
or replaced from time to time. Accordingly, the EUR Tender Offers
may not be, and are not being, advertised and the EUR Tender Offers
will not be extended and this announcement, the Offer to Purchase
and any other documents or materials relating to the EUR Tender
Offers (including any memorandum, information circular, brochure or
any similar documents) may not, have not, and will not, be
distributed or made available, directly or indirectly, to any
person in Belgium other than to "qualified investors"
("investisseur qualifié"/"gekwalificeerde belegger") within the
meaning of Article 2(e) of the Prospectus Regulation acting on
their own account. Insofar as Belgium is concerned, the EUR Tender
Offers are made only to qualified investors, as this term is
defined above. Accordingly, the information contained in this
announcement, the Offer to Purchase or in any other documents or
materials relating to the EUR Tender Offers may not be used for any
other purpose or disclosed or distributed to any other person in
Belgium.
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END
RTESFLFSIESSEEU
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September 15, 2020 06:27 ET (10:27 GMT)
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