[Press Release:]
(Leuven, BELGIUM) – Anheuser-Busch InBev SA/NV (“AB InBev”) (Euronext: ABI) (NYSE: BUD) (MEXBOL: ABI) (JSE: ANB) announces the results from today’s AB InBev General Meeting in connection with the proposed business combination between SABMiller plc (“SABMiller”) and AB InBev (the “Combination”). AB InBev shareholders expressed their support for the Combination by passing all resolutions that were proposed in connection with the Combination.
Commenting on the shareholder vote, Carlos Brito, CEO of AB InBev said: “We are pleased that our shareholders’ vote brings us one step closer to combining our companies, teams, strong heritage and passion for brewing. We are committed to driving long-term growth and creating value for all our stakeholders.”
AB InBev also announces that the combined group will retain the name Anheuser-Busch InBev SA/NV following completion of the Combination, and therefore Newbelco SA/NV (“Newbelco”) will be renamed accordingly.
Full details of all resolutions passed are set out in the convening notice to attend the AB InBev General Meeting that was published on 26 August 2016 and is available at www.ab-inbev.com.
Details of the votes cast on all of the resolutions can be found in the minutes of the meeting, a copy of which will be made available on www.ab-inbev.com and www.globalbrewer.com.
Should SABMiller shareholders approve the resolutions at the UK Scheme Court Meeting and the SABMiller General Meeting, and Newbelco shareholders approve the resolutions at the Newbelco General Meeting, all due to be held today, the Combination is expected to complete on 10 October 2016, subject to the satisfaction or waiver of certain conditions as set out in Part V of the UK Scheme Document.
The indicative timetable remains as announced on 26 August 2016 save that it is expected that the listing of the SABMiller Shares on the London Stock Exchange will be suspended at 7:30 a.m. on 5 October 2016, the SABMiller Shares will be delisted from the London Stock Exchange by 8.00 a.m. on 6 October 2016, the Applicable Rate will be announced at the opening of the markets in South Africa on 12 October 2016 and the expected date for the despatch of cheques, electronic funds transfers and crediting of CREST and the STRATE system accounts for cash proceeds due under the Belgian Offer will be 13 October 2016.
The expected timetable of principal events is as follows:
Event Time and/or date(1)
UK Scheme Court Meeting
9.00 a.m. on 28 September 2016
SABMiller General Meeting 9.15 a.m. on 28 September 2016(2)
Newbelco General Meeting 11.00 a.m. (Brussels time) on 28 September 2016
Last day to trade in SABMiller Shares on the South African Register 29 September 2016
Suspension of listing of SABMiller Shares on the Johannesburg Stock Exchange At start of day on 30 September 2016(3)
UK Scheme Court Sanction Hearing 4 October 2016(4)(5)
Last day of dealings in, and for registration of transfers of, and disablement in CREST of, SABMiller Shares on the UK Register 4 October 2016
UK Scheme Record Time 6.00 p.m. on 4 October 2016
Expected UK Scheme Effective Time
6.15 p.m. on 4 October 2016
Suspension of listing of SABMiller Shares on the London Stock Exchange 7.30 a.m. on 5 October 2016
Delisting of SABMiller Shares on the Johannesburg Stock Exchange By 8.00 a.m. on 5 October 2016
Delisting of SABMiller Shares on the London Stock Exchange By 8.00 a.m. on 6 October 2016
Capital Increase, issue of Initial Newbelco Shares to SABMiller Shareholders and the Re-registration 6 October 2016
Last day of trading in AB InBev Shares on the Johannesburg Stock Exchange 7 October 2016
Belgian Offer opens 8 a.m. (9 a.m. Brussels time) on 7 October
2016
Latest time for lodging, changing/amending the GREEN Form of Election or for making an Electronic Election 6 p.m. (7 p.m. Brussels time) on 7 October
2016(6)
Belgian Offer Closes 6 p.m. (7 p.m. Brussels time) on 7 October
2016
Reclassification and Consolidation By 11 a.m. (12 p.m. Brussels time) on 8
October 2016
Suspension of listing of AB InBev Shares on the Johannesburg Stock Exchange By 8 a.m. (South African standard time) on 10 October 2016
Last day of trading in AB InBev Shares on Euronext Brussels 10 October 2016
Suspension of trading of AB InBev Shares on the Mexico Stock Exchange 11 a.m. (Mexico time) on 10 October 2016
Belgian Merger (between AB InBev and Newbelco) becomes effective 7 p.m. (8 p.m. Brussels time) on 10
October 2016
Issue of New Ordinary Shares to AB InBev Shareholders and registration in Newbelco’s share register On or around 7 p.m. (8 p.m. Brussels time) on 10 October 2016
Delisting of AB InBev Shares from Euronext Brussels and the Mexico Stock Exchange Before opening of the respective markets on 11 October 2016
New Ordinary Shares listed and commencement of dealings
in the New Ordinary Shares on Euronext Brussels, the Johannesburg Stock Exchange and the Mexico Stock Exchange, and commencement of trading of Newbelco ADSs on the NYSE At opening of the respective markets on 11
October 2016
Announcement of the Applicable Rate At opening of markets in South Africa on 12 October 2016
Expected and last date for despatch of cheques, electronic funds transfers and crediting of CREST and the STRATE system accounts for cash proceeds due under the Belgian Offer 13 October 2016
Delisting of AB InBev Shares on the Johannesburg Stock Exchange By 8 a.m. (South African standard time) on 13 October 2016
Long Stop Date 11 May 2017(7)
Notes:
(1) All times shown in the above timetable are London times unless otherwise stated. The dates and times given are indicative only and are based on AB InBev’s and SABMiller’s current expectations and may be subject to change. If any of the times and/or dates above change, AB InBev will give adequate notice of the revised times and/or dates by issuing a further press release and by making such press release available on AB InBev’s website www.abinbev.com and also at www.globalbrewer.com.
(2) To commence at the time fixed or, if later, immediately after the conclusion or adjournment of the UK Scheme Court Meeting.
(3) SABMiller Shares on the South African Register cannot be rematerialized or dematerialized from the commencement of trade on 30 September 2016.
(4) Or, if later, not later than 30 Business Days after the satisfaction or waiver of all of the Conditions other than the Post Scheme Sanction Conditions and the Condition set out in paragraph (a)(iii) of Part (A) of Part V of the UK Scheme Document (or such later date as SABMiller and AB InBev may agree and the UK Court may allow). In such event, the events in this timetable which are scheduled to occur after the UK Scheme Court Sanction Hearing will be postponed accordingly.
(5) The precise timing of the UK Scheme Court Sanction Hearing will be set out on HM Courts & Tribunals Service’s website at www.justice.gov.uk/courts/court-lists one business day in advance.
(6) As at the close of trading on the last day of dealings in SABMiller Shares prior to the UK Scheme Effective Time, there may be unsettled, open trades for the sale and purchase of SABMiller Shares within the CREST system. The SABMiller Shares that are the subject of such unsettled trades will be treated under the UK Scheme in the same way as any other SABMiller Share registered in the name of the relevant seller under that trade. Consequently, SABMiller Shareholders on the SABMiller Register at the UK Scheme Record Time with SABMiller Shares linked to an election for the Partial Share Alternative will receive the Initial Newbelco Shares in accordance with the terms of the UK Scheme. PLEASE NOTE THAT NO TRANSFERS OF RESTRICTED NEWBELCO SHARES WILL BE PERMITTED FOLLOWING COMPLETION TO SETTLE ANY UNSETTLED TRADES DUE TO THE RESTRICTIONS ON THE TRANSFERABILITY OF THE RESTRICTED NEWBELCO SHARES, AS DESCRIBED IN PARAGRAPH 3 OF APPENDIX V OF THE UK SCHEME DOCUMENT. CONSEQUENTLY, PRIOR TO MAKING AN ELECTION FOR THE PARTIAL SHARE ALTERNATIVE, SABMILLER SHAREHOLDERS SHOULD NOTE THAT THEY WILL BE UNABLE TO FULFIL ANY OBLIGATION TO DELIVER RESTRICTED NEWBELCO SHARES TO A RELEVANT BUYER UNDER AN UNSETTLED TRADE IN THE CREST SYSTEM.
(7) This is the latest date by which the Transaction must become effective unless SABMiller and AB InBev agree, and (if required) the UK Court and the Panel allow, a later date.
Defined terms used but not defined in this announcement have the meanings set out in the scheme document published by SABMiller on 26 August 2016.
English, French and Dutch versions of this press release will be available on www.ab-inbev.com.