REG - Anheuser-Busch InBev - Tender Offer

Anheuser-Busch Inbev SAAnnouncement

01/12/2022 07:00

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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 TENDER OFFERS

On 16 November 2022, Anheuser-Busch InBev SA/NV (the "GBP Offeror") launched
separate invitations to holders of its outstanding (i) £700,000,000 2.250%
Notes due 2029 (ISIN: BE6295393936) and (ii) £900,000,000 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"). The 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withdrawn as at the Early Tender Time, £851,982,000 in aggregate principal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)):

 Title of Notes((3))    Principal Amount Outstanding  ISIN          Maturity Date  Acceptance Priority Level((2))  Principal Amount Tendered as of Early Tender Time
 2.850% Notes due 2037  £900,000,000                  BE6295395956  25 May 2037    1                               £488,737,000
 2.250% Notes due 2029  £700,000,000                  BE6295393936  24 May 2029    5                               £363,245,000

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.

Mainzer Landstr. 11-17

 620 S Tryon Street, 20th Floor
                                     1 Columbus Circle

                                                            60329 Frankfurt am Main

 Charlotte
                                     New York, NY 10019

                                                            Germany

 North Carolina 28255
                                     United States of America

                                                            Attn: Liability Management Group

 United States of America

                                                            Telephone: +44 20 7545 8011

                                                                                                    Attn: Liability Management Group

 Attn: Liability Management Group                                                                   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 Floor   437 Madison Avenue                                                       550 South Tryon Street, 5th Floor

 New York, New York 10013                  7th Floor                                                                Charlotte, NC 28202

 United States of America                  New York, NY 10022                                                       United States of America

                                           United States of America

 Attn: Liability Management Group                                                                                   Attn: Liability Management Group

 Collect: +1 (212) 723-6106                Attn: Liability Management                                               Collect: +1 (704) 410-4759

 Toll Free: +1 (800) 558-3745              Fax: (212) 407-0930                                                      Toll Free: +1 (866) 309-6316

 Email: ny.liabilitymanagement@citi.com    Toll: (212) 940-1442                                                     Europe: +33 (0)1 85 14 06 61

                                           Toll Free: 855-404-3636                                                  Email: liabilitymanagement@wellsfargo.com

 

 THE TENDER 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, 1° 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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