TIDM92PG
RNS Number : 2264I
Anheuser-Busch InBev SA/NV
01 December 2022
1 December 2022
ANHEUSER-BUSCH INBEV SA/NV ANNOUNCES EARLY RESULTS OF ITS GBP
TER OFFERS
On 16 November 2022, Anheuser-Busch InBev SA/NV (the "GBP
Offeror") launched separate invitations to holders of its
outstanding (i) GBP700,000,000 2.250% Notes due 2029 (ISIN:
BE6295393936) and (ii) GBP900,000,000 2.850% Notes due 2037 (ISIN:
BE6295395956) (together, the "GBP Notes") to tender such GBP Notes
for purchase by the GBP Offeror for cash subject to the Offer Cap
and the Acceptance Priority Levels (each such invitation a "GBP
Tender Offer" and, together, the "GBP Tender Offers" and, together
with the US Tender Offers, the "Tender Offers"). T he GBP Tender
Offers were made on the terms and subject to the conditions
contained in the offer to purchase dated 16 November 2022 (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 GBP Offeror hereby informs Noteholders of the non-binding
indicative results of the GBP Tender Offers. According to
information provided by Global Bondholder Services Corporation, the
Tender and Information Agent for the GBP Tender Offers, based on
valid GBP Tender Instructions received and not withdrawn as at the
Early Tender Time, GBP851,982,000 in aggregate principal amount of
GBP Notes had been validly tendered pursuant to the GBP Tender
Offers.
Summary of the GBP Tender Offers
The results as at the Early Tender Time of the GBP Offeror's
offer to purchase for cash the outstanding GBP Notes listed below
subject to the Offer Cap(1) :
Principal Amount
Principal Amount Acceptance Priority Tendered as of
Title of Notes(3) Outstanding ISIN Maturity Date Level(2) Early Tender Time
--------------------- -------------------- ------------- -------------- -------------------- --------------------
2.850% Notes due GBP900,000,000 BE6295395956 25 May 2037 1 GBP488,737,000
2037
2.250% Notes due GBP700,000,000 BE6295393936 24 May 2029 5 GBP363,245,000
2029
Notes:
(1) The offers with respect to the Notes (including the GBP
Notes and the notes subject to the US Tender Offers) are subject to
an Offer Cap equal to an aggregate purchase price (excluding
Accrued Interest) of up to $3,500,000,000, subject to the terms and
conditions described in the Offer to Purchase.
(2) We will accept Notes in the order of their respective
Acceptance Priority Level specified in the Offer to Purchase (each,
an "Acceptance Priority Level" with "1" being the highest
Acceptance Priority Level and "13" being the lowest Acceptance
Priority Level), subject to the terms and conditions described in
the Offer to Purchase.
(3) The GBP Notes are fully and unconditionally 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 "Guarantors").
The GBP Offeror indicatively intends to accept for purchase all
of the GBP Notes validly tendered as of the Early Tender Time.
The pricing of the Total Consideration for each series of GBP
Notes is expected to occur at or about 2:30 p.m., London time, on 1
December 2022 (the "Price Determination Time"). The GBP Offeror
will, amongst other things, announce how many GBP Notes of each
series will be accepted for purchase, according to the Acceptance
Priority Levels, promptly following the Price Determination
Time.
The GBP Tender Offers are subject to the satisfaction of certain
conditions, as set forth in the Offer to Purchase.
As announced on 16 November 2022, the Offerors will spend up to
the Offer Cap, subject to the Acceptance Priority Levels (as
defined below), to purchase the outstanding Notes listed in the
table in the Offer to Purchase.
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 PATRICK
RYAN, GLOBAL DIRECTOR (TREASURY) OF THE GBP OFFEROR .
Further Information
A complete description of the terms and conditions of the GBP
Tender Offers is set out in the Offer to Purchase. Before making a
decision with respect to the GBP Tender Offers, Holders should
carefully consider all of the information in the Offer to
Purchase.
Barclays Bank PLC, Barclays Capital Inc., BNP Paribas Securities
Corp., BofA Securities, Inc., Deutsche Bank Aktiengesellschaft,
Deutsche Bank Securities Inc., J.P. Morgan SE and J.P. Morgan
Securities LLC are the lead dealer managers (the "Lead Dealer
Managers") for the GBP Tender Offers, Citigroup Global Markets
Inc., Santander Investment Securities Inc. and Wells Fargo
Securities, LLC are the co-dealer managers (the "Co-Dealer
Managers" and, together with the Lead Dealer Managers, the "Dealer
Managers"), and Global Bondholder Services Corporation is the
tender agent (the "Tender and Information Agent") for the GBP
Tender Offers.
Questions and requests for assistance in connection with the GBP
Tender Offers may be directed to:
LEAD DEALER MANAGERS
Barclays Bank PLC Barclays Capital Inc. BNP Paribas Securities Corp.
5 The North Colonnade 745 Seventh Avenue 787 Seventh Avenue
Canary Wharf New York, NY 10019 New York, NY 10019
London E14 4BB United States of America United States of America
United Kingdom
Attn: Liability Management Group Attn: Liability Management Group
Attn: Liability Management Group Collect: (212) 528-7581 Collect: (212) 841-3059
Telephone: + 44 20 3134 8515 Toll Free: (800) 438-3242 Toll Free: (888) 210-4358
Email: eu.lm@barclays.com Email: us.lm@barclays.com Email:
dl.us.liability.management@us.bnpparibas.
com
BofA Securities, Inc. Deutsche Bank Aktiengesellschaft Deutsche Bank Securities Inc.
620 S Tryon Street, 20th Floor Mainzer Landstr. 11-17 1 Columbus Circle
Charlotte 60329 Frankfurt am Main New York, NY 10019
North Carolina 28255 Germany United States of America
United States of America
Attn: Liability Management Group Attn: Liability Management Group
Attn: Liability Management Group Telephone: +44 20 7545 8011 Collect: (212) 250-2955
Collect: (980) 387-3907 Toll Free: (866) 627-0391
Toll Free: (888) 292-0070
Email: debt_advisory@bofa.com
In Europe:
Telephone: +33 1 877 01057
Email: DG.LM-EMEA@bofa.com
J.P. Morgan SE J.P. Morgan Securities LLC
Taunustor 1 (TaunusTurm) 383 Madison Avenue
60310 Frankfurt am Main New York, NY 10179
Germany United States of America
Attn: Liability Management Group Attn: Liability Management Group
Telephone: +44 20 7134 2468 Collect: (212) 834-8553
Email: liability_management_EMEA@jpmorgan.com Toll-Free: (866) 834-4666
CO-DEALER MANAGERS
Citigroup Global Markets Inc. Santander Investment Securities Inc. Wells Fargo Securities, LLC
388 Greenwich Street, Trading 4th 437 Madison Avenue 550 South Tryon Street, 5th Floor
Floor 7th Floor Charlotte, NC 28202
New York, New York 10013 New York, NY 10022 United States of America
United States of America United States of America
Attn: Liability Management Group
Attn: Liability Management Group Attn: Liability Management Collect: +1 (704) 410-4759
Collect: +1 (212) 723-6106 Fax: (212) 407-0930 Toll Free: +1 (866) 309-6316
Toll Free: +1 (800) 558-3745 Toll: (212) 940-1442 Europe: +33 (0)1 85 14 06 61
Email: Toll Free: 855-404-3636 Email:
ny.liabilitymanagement@citi.com liabilitymanagement@wellsfargo.co
m
THE TER AND INFORMATION AGENT
Global Bondholder Services Corporation
By Facsimile (Eligible Institutions Only):
+1 (212) 430-3775 or +1 (212) 430-3779
By Mail or Hand:
65 Broadway-Suite 404
New York, New York 10006
Banks and Brokers Call Collect: +1 (212) 430-3774
All Others, Please Call Toll-Free: +1 (855) 654-2014
By E-mail:
contact@gbsc-usa.com
Website:
https://gbsc-usa.com/registration/abi
None of the Dealer Managers, the Tender and Information Agent,
the GBP Offeror, the Guarantors, nor any director, officer,
employee, agent or affiliate of any such person, is acting for any
Holder, or will be responsible to any Holder 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 and Information Agent, the GBP Offeror,
the Guarantors, nor any director, officer, employee, agent or
affiliate of, any such person makes any recommendation whether
Holders should tender GBP Notes in the Offers. If any Holder is in
any doubt as to the action it should take or is unsure of the
impact of the GBP Tender Offers, it is recommended to seek its own
financial and legal advice, including as to any tax consequences,
from its securities broker, bank manager, solicitor, accountant or
other independent financial, tax or legal adviser.
Offer and Distribution Restrictions
The GBP Offeror 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
GBP Notes pursuant to the GBP Tender Offers. None of the GBP
Offeror, the Guarantors, the Dealer Managers or the Tender and
Information 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 GBP
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 GBP 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 GBP Tender Offers shall be deemed to be made by
such Dealer Manager or affiliate, as the case may be, on behalf of
the GBP Offeror in such jurisdiction. Neither the delivery of the
Offer to Purchase nor any purchase of GBP 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 GBP 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 GBP Offeror 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 GBP 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 Tender Offers are not being made, directly or
indirectly, in the Republic of France (other than to qualified
investors as described below). This announcement, the Offer to
Purchase and any other document or material relating to the GBP
Tender Offers have only been, and shall only be, distributed in the
Republic of France to qualified investors as defined in Article
2(e) of Regulation (EU) 2017/1129 (the "Prospectus Regulation").
Neither this announcement, the Offer to Purchase nor any other
documents or materials relating to the GBP Tender Offers have been
or will be submitted for clearance to the Autorité des marchés
financiers.
Italy . None of the GBP Tender Offers, this announcement, the
Offer to Purchase or any other documents or materials relating to
the GBP 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 GBP Notes
that are resident or located in Italy can tender their GBP 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 GBP Notes or the Offer to Purchase.
Belgium . Neither this announcement, the Offer to Purchase nor
any other documents or materials relating to the GBP 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 GBP Tender Offers
may not be, and are not being, advertised and the GBP Tender Offers
will not be extended and this announcement, the Offer to Purchase
and any other documents or materials relating to the GBP 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 GBP 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 GBP 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
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