TIDM92PG
RNS Number : 4704T
Anheuser-Busch InBev SA/NV
15 November 2023
15 November 2023
ANHEUSER-BUSCH INBEV SA/NV ANNOUNCES EARLY RESULTS OF ITS
GBP/EUR TER OFFERS
On 31 October 2023, Anheuser-Busch InBev SA/NV (the "GBP/EUR
Offeror") launched separate invitations to holders of its
outstanding GBP700,000,000 2.250% Notes due 2029 (ISIN:
BE6295393936) (of which GBP336,755,000 is outstanding) and
GBP900,000,000 2.850% Notes due 2037 (ISIN: BE6295395956) (of which
GBP411,263,000 is outstanding) (together, the "GBP Notes") and
EUR1,000,000,000 2.700% Notes due 2026 (ISIN: BE6265142099) ,
EUR1,000,000,000 1.650% Notes due 2031 (ISIN: BE6312822628) and
EUR750,000,000 2.000% Notes due 2035 (ISIN: BE6301511034) (the "EUR
Notes") to tender such GBP Notes or EUR Notes for purchase by the
GBP/EUR Offeror for cash subject to the Aggregate Offer Cap, the
applicable Pool Offer Cap and the relevant Acceptance Priority
Levels (each as defined below) (each such invitation a "GBP/EUR
Tender Offer" and, together, the "GBP/EUR Tender Offers" and,
together with the US Tender Offers (as defined in the Offer to
Purchase (as defined below)), the "Tender Offers"). The Tender
Offers were made on the terms and subject to the conditions
contained in the offer to purchase dated 31 October 2023 (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/EUR Offeror hereby informs Noteholders of the
non-binding indicative results of the GBP/EUR Tender Offers.
According to information provided by Global Bondholder Services
Corporation, the Tender and Information Agent for the GBP/EUR
Tender Offers, based on valid GBP/EUR Tender Instructions received
and not withdrawn as at the Early Tender Time, GBP266,763,000 in
aggregate principal amount of GBP Notes and EUR607,297,000 in
aggregate principal amount of EUR Notes had been validly tendered
pursuant to the GBP/EUR Tender Offers.
Summary of the GBP/EUR Tender Offers
The results as at the Early Tender Time of the GBP/EUR Offeror's
offer to purchase for cash the outstanding GBP Notes and EUR Notes
listed below subject to the Aggregate Offer Cap and the applicable
Pool 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
--------------------- -------------------- ------------- -------------- -------------------- --------------------
Pool 1 Tender Offers
Up to the Pool 1 Offer Cap of $1,200,000,000
2.700% Notes due 31 March
2026 EUR1,000,000,000 BE6265142099 2026 2 EUR325,270,000
Pool 2 Tender Offers
Up to the Pool 2 Offer Cap of $3,000,000,000, less the aggregate purchase price (excluding
Accrued Interest) payable for the Pool 1 Notes validly tendered and accepted for purchase
in the Pool 1 Tender Offers
2.850% Notes due GBP411,263,000 BE6295395956 25 May 2037 2 GBP163,183,000
2037
2.000% Notes due 23 January
2035 EUR750,000,000 BE6301511034 2035 10 EUR73,343,000
1.650% Notes due 28 March
2031 EUR1,000,000,000 BE6312822628 2031 14 EUR208,684,000
2.250% Notes due GBP336,755,000 BE6295393936 24 May 2029 15 GBP103,580,000
2029
Notes:
(1) The offers with respect to 2.700% Notes due 2026 and the
other notes listed as "Pool 1 Notes" in the Offer to Purchase which
are subject to the US Tender Offers (the "Pool 1 Notes") are
subject to the "Pool 1 Offer Cap" of $1,200,000,000, representing
the maximum aggregate purchase price payable, excluding Accrued
Interest, in respect of the Pool 1 Notes that may be purchased (the
"Pool 1 Tender Offers") and subject to the Aggregate Offer Cap (as
defined below) not being exceeded. The offers with respect to the
2.850% Notes due 2037, the 2.000% Notes due 2035, the 1.650% Notes
due 2031 and the 2.250% Notes due 2029 and the other notes listed
as "Pool 2 Notes" in the Offer to Purchase which are subject to the
US Tender Offers (collectively, the "Pool 2 Notes", and together
with the Pool 1 Notes, the "Notes") are subject to the "Pool 2
Offer Cap" (and together with the Pool 1 Offer Cap, the "Pool Offer
Caps") of $3,000,000,000 less the aggregate purchase price
(excluding Accrued Interest) payable for the Pool 1 Notes validly
tendered and accepted for purchase in the Pool 1 Tender Offers,
representing the maximum aggregate purchase price payable,
excluding Accrued Interest, in respect of the Pool 2 Notes that may
be purchased (the "Pool 2 Tender Offers"). The Tender Offers are
subject to an "Aggregate Offer Cap" equal to an aggregate purchase
price (excluding Accrued Interest) of up to $3,000,000,000, subject
to the terms and conditions described in the Offer to Purchase.
(2) We will accept Notes in each of the Tender Offers 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 "2" being the
lowest Acceptance Priority Level in the case of the Pool 1 Tender
Offers, and "1" being the highest Acceptance Priority Level and
"16" being the lowest Acceptance Priority Level in the case of the
Pool 2 Tender Offers), subject to the terms and conditions
described in the Offer to Purchase.
(3) The GBP Notes and the EUR 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/EUR Offeror indicatively intends (i) in respect of the
Pool 1 Notes, not to accept for purchase any of the
EUR1,000,000,000 2.700% Notes due 2026 (ISIN: BE6265142099), and
(ii) in respect of the Pool 2 Notes, to accept for purchase all of
the GBP900,000,000 2.850% Notes due 2037 (ISIN: BE6295395956) (of
which GBP411,263,000 is outstanding) validly tendered as of the
Early Tender Time, and none of any of the other series of GBP Notes
or EUR Notes in Pool 2.
The pricing of the Total Consideration for each series of Notes
is expected to occur at or about 2:30 p.m., London time, on 15
November 2023 (the "Price Determination Time"). The GBP/EUR Offeror
will, amongst other things, announce how many Notes of each series
will be accepted for purchase, according to the Acceptance Priority
Levels and the applicable Pool Offer Cap, promptly following the
Price Determination Time.
The GBP/EUR Tender Offers are subject to the satisfaction of
certain conditions, as set forth in the Offer to Purchase.
As announced on 31 October 2023, the Offerors will spend up to
the Aggregate Offer Cap and, in respect of each Tender Offer, the
applicable Pool Offer Cap, subject to the Acceptance Priority
Levels, 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/EUR OFFEROR .
Further Information
A complete description of the terms and conditions of the
GBP/EUR Tender Offers is set out in the Offer to Purchase. Before
making a de cision with respect to the GBP/EUR Tender Offers,
Holders should carefully consider all of the information in the
Offer to Purchase.
Barclays Bank PLC, BNP Paribas Securities Corp., BofA
Securities, Inc., Citigroup Global Markets Inc., Deutsche Bank
Aktiengesellschaft, ING Bank N.V., J.P. Morgan SE and Santander US
Capital Markets LLC are the lead dealer managers (the "Lead Dealer
Managers" and, together with the dealer managers appointed in
respect of the US Tender Offers and any additional dealer managers,
the "Dealer Managers") for the GBP/EUR Tender Offers, and Global
Bondholder Services Corporation is the tender agent (the "Tender
and Information Agent") for the GBP/EUR Tender Offers.
Questions and requests for assistance in connection with the
GBP/EUR Tender Offers may be directed by Relevant Holders (as
defined below) to BofA Securities, Inc., Citigroup Global Markets
Inc., Deutsche Bank Aktiengesellschaft, J.P. Morgan SE and
Santander US Capital Markets LLC. Requests for additional copies of
the Offer to Purchase, or questions or requests for assistance from
Holders that are not Relevant Holders, should be directed to the
Tender and Information Agent. Beneficial owners may also contact
their Custodian for assistance concerning the Tender Offers.
LEAD DEALER MANAGERS
(in respect of the GBP/EUR Tender Offers as made to Relevant Holders (as defined below) only)
BofA Securities, Inc. Citigroup Global Markets Inc.
620 S Tryon Street, 20th Floor 388 Greenwich Street, Trading 4th Floor
Charlotte New York, New York 10013
North Carolina 28255 United States of America
United States of America
Attn: Liability Management Group
Attn: Liability Management Group Collect: +1 (212) 723-6106
Collect: +1 (980) 387-3907 Toll Free: +1 (800) 558-3745
Toll Free: +1 (888) 292-0070 Email: ny.liabilitymanagement@citi.com
Email: debt_advisory@bofa.com
In Europe:
Telephone: +33 1 877 01057
Email: DG.LM-EMEA@bofa.com
Deutsche Bank Aktiengesellschaft J.P. Morgan SE
Mainzer Landstr. 11-17 Taunustor 1 (TaunusTurm)
60329 Frankfurt am Main 60310 Frankfurt am Main
Germany Germany
Attn: Liability Management Group Attn: Liability Management Group
Telephone: +44 20 7545 8011 Telephone: +44 20 7134 2468
Email: liability_management_EMEA@jpmorgan.com
Santander US Capital Markets LLC
437 Madison Avenue
10th Floor
New York, NY 10022
United States of America
Attn: Liability Management Group
Fax: +1 (212) 407-0930
Toll: +1 (212) 940-1442
Toll Free: +1 855-404-3636
Email: AmericasLM@santander.us
Barclays Bank PLC BNP Paribas Securities Corp. ING Bank N.V.
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
Attention: Corporate Actions
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/EUR 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 Tender Offers, and accordingly none of
the Dealer Managers, the Tender and Information Agent, the GBP/EUR
Offeror, the Guarantors, nor any director, officer, employee, agent
or affiliate of, any such person makes any recommendation whether
Holders should tender GBP Notes or EUR Notes in the Tender Offers.
If any Holder is in any doubt as to the action it should take or is
unsure of the impact of the GBP/EUR Tender Offers, it is
recommended that the Holder 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.
None of the Dealer Managers (nor any of their respective
directors, officers, employees, agents or affiliates) has any role
in relation to any part of the GBP/EUR Tender Offers made to
Holders that are not Relevant Holders, where "Relevant Holders"
means a Holder of GBP Notes or EUR Notes that is:
(a) if resident or located in a member state of the European Union (the "EU"), an "eligible counterparty" or a "professional client", each as defined in Directive No. 2014/65/EU on markets in financial instruments (as amended from time to time);
(b) if resident or located in the UK, an "eligible
counterparty", as defined in the FCA Handbook Conduct of Business
Sourcebook, or a "professional client" as defined in point (8) of
Article 2(1) of Regulation (EU) No. 600/2014 as it forms part of UK
domestic law by virtue of the European Union (Withdrawal) Act 2018;
or
(c) if resident or located in a jurisdiction outside of the EU
and the UK, an institutional holder under applicable local law and
not a retail holder.
Offer and Distribution Restrictions
The GBP/EUR 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 and/or EUR Notes pursuant to the GBP/EUR Tender Offers.
None of the GBP/EUR 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 or 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 GBP/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 GBP/EUR Tender Offers shall be deemed to be
made by such Dealer Manager or affiliate, as the case may be, on
behalf of the GBP/EUR Offeror in such jurisdiction (but only to any
Holder that is a Relevant Holder). Neither the delivery of the
Offer to Purchase nor any purchase of GBP Notes and/or 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 GBP/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 GBP/EUR 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/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 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/EUR
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/EUR Tender Offers have
been or will be submitted for clearance to the Autorité des marchés
financiers.
Italy . None of the GBP/EUR Tender Offers, this announcement,
the Offer to Purchase or any other documents or materials relating
to the GBP/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 GBP Notes
or EUR Notes that are resident or located in Italy can tender their
GBP Notes or EUR Notes, as applicable, 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, 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 GBP/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 GBP/EUR Tender Offers may not be, and are not
being, advertised and the GBP/EUR Tender Offers will not be
extended and this announcement, the Offer to Purchase and any other
documents or materials relating to the GBP/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 GBP/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 GBP/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
RTEGGBDBDUBDGXU
(END) Dow Jones Newswires
November 15, 2023 02:00 ET (07:00 GMT)
Grafico Azioni Ab Inbev 9.75% (LSE:92PG)
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Da Nov 2024 a Dic 2024
Grafico Azioni Ab Inbev 9.75% (LSE:92PG)
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