Anheuser-Busch InBev SA/NV Pricing of Tender Offer (3465I)

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RNS Number : 3465I

Anheuser-Busch InBev SA/NV

01 December 2022

1 December 2022

ANHEUSER-BUSCH INBEV SA/NV ANNOUNCES PRICING 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 as defined below) (each such invitation a "GBP Tender Offer" and, together, the "GBP Tender Offers" and, together with the US Tender Offers (as defined below), 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 today announces the pricing of the Total Consideration in relation to the GBP Tender Offers, which is as follows:

 
                    Principal                                  Acceptance     Principal 
   Title of          Amount                        Maturity     Priority     Amount to be    Reference     Fixed Spread    Reference        Total 
   Notes(2)        Outstanding         ISIN          Date        Level        Purchased       Security    (Basis Points)     Yield     Consideration(1) 
--------------  ----------------  --------------  ----------  -----------  ---------------  -----------  ---------------  ----------  ----------------- 
                                                                                             UKT 1.750% 
                                                                                               due 7 
 2.850% Notes                                       25 May                                   September                     3.478 per 
    due 2037     GBP900,000,000    BE6295395956       2037         1        GBP488,737,000      2037           100           cent.        GBP824.44 
                                                                                             UKT 0.500% 
                                                                                               due 31 
 2.250% Notes                                       24 May                                    January                      3.254 per 
    due 2029     GBP700,000,000    BE6295393936       2029         5        GBP363,245,000      2029           105           cent.        GBP883.55 
 

Notes:

(1) Per GBP1,000 in principal amount of such series of GBP Notes validly tendered and not validly withdrawn at or prior to the Early Tender Time and accepted for purchase. The Reference Yield and the Total Consideration for each series of GBP Notes was determined at 2:30 p.m., London time, on 1 December 2022, as described in the Offer to Purchase. The Total Consideration includes the Early Tender Payment of GBP30 per GBP1,000 principal amount of GBP Notes and assumes an early settlement date of 2 December 2022.

(2) 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").

As announced on 16 November 2022, the Offerors will spend up to $3,500,000,000 combined aggregate purchase price (excluding Accrued Interest) in the Tender Offers. Because the Offer Cap has been reached, the Company does not expect to accept for purchase any Notes tendered after 5:00 p.m., New York City time, on 30 November 2022 (the "Early Tender Time").

The GBP Offeror has elected to exercise its right to have an early settlement date, and the settlement date for all GBP Notes validly tendered prior to or at the Early Tender Time and accepted for purchase is expected to be on 2 December 2022 (the "Early Settlement Date"). Holders will also receive accrued and unpaid interest on the Notes validly tendered and accepted for purchase from the applicable last interest payment date up to, but not including, the Early Settlement Date.

As previously announced, 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.

The GBP Offeror will accept for purchase all of the GBP Notes validly tendered and not validly withdrawn as of the Early Tender Time.

Holders of the GBP Notes who tendered at or prior to the Early Tender Time and whose GBP Notes were accepted for purchase are eligible to receive the Total Consideration.

The GBP Tender Offers will expire at 11:59 p.m., New York City time, on 14 December 2022 (such time and date, the "Expiration Time"), or any other date and time to which the GBP Offeror extends the applicable GBP Tender Offer. Because the Offer Cap has been reached, the GBP Offeror does not expect to accept for purchase any GBP Notes tendered after the Early Tender Time.

All GBP Notes repurchased pursuant to the GBP 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 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: [phone]                  Collect: [phone] 
    Telephone: + 44 20 3134 8515            Toll Free: [phone]                Toll Free: [phone] 
     Email: [e-mail]              Email: [e-mail]                         Email: 
                                                                             [e-mail]. 
                                                                                                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: [phone]                Collect: [phone] 
      Collect: [phone]                                                        Toll Free: [phone] 
     Toll Free: [phone] 
   Email: [e-mail] 
 
             In Europe: 
     Telephone: [phone] 
     Email: [e-mail] 
                    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: [phone]                                   Collect: [phone] 
     Email: [e-mail]                         Toll-Free: [phone] 
                                               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: [phone] 
   Collect: [phone]                  Fax: [phone]               Toll Free: [phone] 
  Toll Free: [phone]                Toll: [phone]               Europe: [phone] 
             Email:                          Toll Free: 855-404-3636                        Email: 
 [e-mail]                                               [e-mail] 
                                                                                               m 
 
 
 
           THE TER AND INFORMATION AGENT 
        Global Bondholder Services Corporation 
 
       By Facsimile (Eligible Institutions Only): 
         [phone] or [phone] 
 
                    By Mail or Hand: 
                 65 Broadway-Suite 404 
                New York, New York 10006 
 
   Banks and Brokers Call Collect: [phone] 
  All Others, Please Call Toll-Free: [phone] 
                       By E-mail: 
                  [e-mail] 
                        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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December 01, 2022 13:25 ET (18:25 GMT)