SABMiller confirms that, following satisfaction of the pre-conditions to the recommended business combination with Anheuser-Busch InBev SA/NV (“AB InBev”) as announced on 29 July 2016, SABMiller and AB InBev have agreed an expected timetable for the implementation
The expected timetable envisages publication of the UK scheme document as well as the other key transaction documents on 26 August 2016, shareholder meetings of AB InBev and SABMiller being held on 28 September 2016 and completion of the combination on 10 October 2016. Further details are set out below.
Completion of the combination remains subject to a number of conditions including approval of AB InBev and SABMiller shareholders. Full details of the terms and conditions of the combination will be set out in the transaction documents.
AB InBev intends that on 2 August 2016 it will file with the Brussels commercial registry a document relating to the Belgian merger of AB InBev into Newbelco SA/NV (the “Merger Terms”). The Belgian merger comprises one of the three key steps in the implementation of the combination. In addition to setting out details of the Belgian merger, the Merger Terms contain further details of the expected timetable (as summarised below) and further background on AB InBev’s strategic rationale for the combination and its strategic intentions for the combined group post-completion.
The subsequent step of the implementation process is a hearing of the UK Court as part of the UK scheme of arrangement (the “UK Scheme Directions Hearing”). At the UK Scheme Directions Hearing SABMiller will determine with the UK Court whether, for the purposes of voting at the UK Scheme Court Meeting, Altria and/or BEVCO should be treated as one class along with all the other SABMiller shareholders (in which case all SABMiller shareholders would vote together in one meeting) or as part of a separate class or classes (in which case the different classes would vote, or agree to the UK scheme, separately). SABMiller has stated its intention to ask the UK Court to treat Altria and BEVCO as a separate class. The UK Scheme Directions Hearing is expected to take place on 22 August 2016 at the Companies Court, The Rolls Building, 7 Rolls Buildings, Fetter Lane, London EC4A 1NL, UK, and the time of the hearing will be set out on HM Courts & Tribunals Service’s website atwww.justice.gov.uk/courts/court-lists. SABMiller shareholders have the right to attend in person or through counsel and make representations at the hearing.
Expected timetable of principal events:
Event
Expected date
Publication of Merger Terms
2 August 2016
UK Scheme Directions Hearing
22 August 2016
Publication of other transaction documents to AB InBev, SABMiller and Newbelco shareholders
26 August 2016
AB InBev General Meeting, SABMiller UK Scheme Court Meeting, SABMiller General Meeting and Newbelco General Meeting
28 September 2016
UK Scheme Court Sanction Hearing and last day of dealings in SABMiller shares
5 October 2016
Belgian Offer opens and closes
7 October 2016
Latest time for making or revising elections for the Cash Consideration or Partial Share Alternative
7 October 2016
Belgian Merger becomes effective and combination completes
10 October 2016
New listing of the combined group on Euronext Brussels, and secondary listings on the Johannesburg Stock Exchange, the Mexico Stock Exchange and the listing of Newbelco ADSs on the New York Stock Exchange
11 October 2016
The above expected dates are subject to change and will depend on, among other things, the date on which the UK Court sanctions the UK scheme.
Further details of the implementation process, including further detail of the expected timetable and the action to be taken by AB InBev shareholders and SABMiller shareholders will be included in the other transaction documents when published, expected on 26 August 2016.
Terms used but not defined in this announcement have the meaning given in the joint announcement of AB InBev and SABMiller on 11 November 2015.
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