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AB InBev Announces Closing of Buyback and Secondary Global Offering by Altria
Anheuser-Busch InBev SA/NV
(Incorporated in the Kingdom of Belgium)
Register of Companies Number: 0417.497.106
Euronext Brussels Share Code: ABI
Mexican Stock Exchange Share Code: ANB
NYSE ADS Code: BUD
JSE Share Code: ANH
ISIN: BE0974293251
("AB InBev" or the "Company")
AB InBev Announces Closing of Buyback
and Secondary Global Offering by Altria
Regulated information 1
19 March 2024 – Anheuser-Busch InBev SA/NV ("AB InBev") (Euronext: ABI) (NYSE: BUD) (MEXBOL:
ANB) (JSE: ANH) announced today the completion of its repurchase of 3,335,417 Ordinary Shares from
Altria (the "Direct Share Buyback"). The aggregate purchase price for the Direct Share Buyback was $200
million, at a price per share of $59.9625 (€54.76575). It is AB InBev's current intention to hold the
repurchased shares as treasury shares to fulfil share delivery commitments.
The Direct Share Buyback was made alongside the closing of the previously announced secondary
underwritten global offering (the "Global Offering") by Altria Group Inc. ("Altria") of a total of 35 million AB
InBev existing ordinary shares ("Ordinary Shares"), including 12.25 million Ordinary shares represented by
American depositary shares, each representing one Ordinary Share ("ADSs", and together with the
Ordinary Shares, the "Securities"), at a price to the public of €56.17 per Ordinary Share and $61.50 per
ADS.
In addition, Altria has granted the underwriters a 30-day option (from 14 March 2024) to purchase up to an
additional 5.25 million Ordinary Shares represented by ADSs from Altria. Altria has also agreed to a 180-
day lockup (from 14 March 2024) of its remaining AB InBev shares.
Altria received all of the net proceeds from the Global Offering. No Securities were sold by AB InBev.
Following settlement of the Global Offering and the Direct Share Buyback, Altria's stake in AB InBev has
been reduced from approximately 10.0% to approximately 8.1%. If the underwriters fully exercise their
option to purchase additional Securities, Altria's stake in AB InBev will be further reduced to approximately
7.8%.
As of 19 March 2024:
• the total number of shares issued by AB InBev with rights to vote is 1,971,017,728 shares
(excluding treasury shares); and
• AB InBev holds 48,224,245 shares in treasury.
Morgan Stanley acted as the lead underwriter for the Global Offering. J.P. Morgan also acted as an active
underwriter for the Global Offering. Barclays, Citigroup, Deutsche Bank Securities and Goldman Sachs
acted as joint underwriters for the Global Offering (in alphabetical order). Mizuho, Santander, Scotiabank
and Wells Fargo Securities acted as co-managers for the Global Offering (in alphabetical order).
1 The enclosed information constitutes regulated information as defined in the Belgian Royal Decree of 14 November 2007 regarding the duties of issuers of financial instruments which have been
admitted for trading on a regulated market.
The Global Offering was made pursuant to an automatically effective shelf registration statement filed by
AB InBev with the United States Securities and Exchange Commission (the "SEC") on 13 March 2024 (the
"Registration Statement"). AB InBev has filed the Registration Statement (including a prospectus) with the
SEC for the Ordinary Shares (including Ordinary Shares represented by ADSs) to which this communication
relates. You may obtain these documents for free by visiting the SEC website at www.sec.gov. Copies of
the prospectus supplement and accompanying prospectus related to the Global Offering may also be
obtained from Morgan Stanley & Co. LLC, 180 Varick Street, 2nd Floor, New York, NY 10014, Attn:
Prospectus Department or J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long
Island Avenue, Edgewood, NY 11717, by telephone at 866-803-9204 or by email at prospectus-
eq_fi@jpmchase.com.
This announcement shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there
be any sale of Securities in any state or other jurisdiction in which such an offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities laws of any such state or other
jurisdiction. Any offer may be withdrawn or revoked, without obligation or commitment of any kind, at any
time prior to notice of its acceptance given after the effective date.
Reference is also made to the restrictions set out in "Important information" below. This press release is
not for publication or distribution, directly or indirectly, in or into any state or jurisdiction into which doing so
would be unlawful or where a prior registration or approval is required for such purpose.
In connection with the offering, Morgan Stanley & Co. LLC (the "Stabilization Manager"), or any of its agents,
on behalf of the underwriters may (but will be under no obligation to), to the extent permitted by applicable
law, exercise its option to purchase additional ADSs or may engage in activities that may have the effect of
raising or maintaining the market price of the ADSs and Ordinary Shares or preventing or retarding a decline
in the market price of the ADSs and Ordinary Shares, and, as a result, the price of the ADSs and Ordinary
Shares may be higher than the price that otherwise might exist in the open market. The Stabilization
Manager is not required to enter into such transactions and such transactions may be effected on any
securities market, over-the-counter market, stock exchange (including the New York Stock Exchange) or
otherwise and may be undertaken at any time starting on the first trading date and ending no later than 30
calendar days thereafter.
However, there will be no obligation on the Stabilization Manager or any of its agents to effect such
transactions and there is no assurance that such transactions will be undertaken. Such transactions, if
commenced, may be discontinued at any time without prior notice. The Stabilization Manager shall disclose
information on the relevant transactions that are undertaken during the applicable period, if any, in
accordance with applicable law, which information shall be available at
https://www.londonstockexchange.com/news?tab=news-explorer.
AB InBev Contacts
Investors Media
Shaun Fullalove Media Relations
Tel: +1 212 573 9287 E-mail: media.relations@ab-inbev.com
E-mail: shaun.fullalove@ab-inbev.com
Ekaterina Baillie
Tel: +32 16 276 888
E-mail: ekaterina.baillie@ab-inbev.com
Cyrus Nentin
Tel: +1 646 746 9673
E-mail: cyrus.nentin@ab-inbev.com
20 March 2024
JSE Sponsor: Questco Corporate Advisory Proprietary Limited
About Anheuser-Busch InBev (AB InBev)
Anheuser-Busch InBev (AB InBev) is a publicly traded company (Euronext: ABI) based in Leuven, Belgium, with secondary
listings on the Mexico (MEXBOL: ANB) and South Africa (JSE: ANH) stock exchanges and with American Depositary Receipts
on the New York Stock Exchange (NYSE: BUD). As a company, we dream big to create a future with more cheers. We are always
looking to serve up new ways to meet life's moments, move our industry forward and make a meaningful impact in the world. We
are committed to building great brands that stand the test of time and to brewing the best beers using the finest ingredients. Our
diverse portfolio of well over 500 beer brands includes global brands Budweiser®, Corona®, Stella Artois® and Michelob Ultra®;
multi-country brands Beck's®, Hoegaarden® and Leffe®; and local champions such as Aguila®, Antarctica®, Bud Light®,
Brahma®, Cass®, Castle®, Castle Lite®, Cristal®, Harbin®, Jupiler®, Modelo Especial®, Quilmes®, Victoria®, Sedrin®, and
Skol®. Our brewing heritage dates back more than 600 years, spanning continents and generations. From our European roots
at the Den Hoorn brewery in Leuven, Belgium. To the pioneering spirit of the Anheuser & Co brewery in St. Louis, US. To the
creation of the Castle Brewery in South Africa during the Johannesburg gold rush. To Bohemia, the first brewery in Brazil.
Geographically diversified with a balanced exposure to developed and developing markets, we leverage the collective strengths
of approximately 155,000 colleagues based in nearly 50 countries worldwide. For 2023, AB InBev's reported revenue was 59.4
billion USD (excluding JVs and associates).
Forward-Looking Statements
This release contains "forward-looking statements". These statements are based on the current expectations and views of future
events and developments of the management of AB InBev and are naturally subject to uncertainty and changes in circumstances.
These statements include, but are not limited to, statements regarding the proposed offering, including statements regarding the
size, timing, terms and completion of the proposed offering, and statements regarding the proposed share buyback. The forward-
looking statements contained in this release include statements other than historical facts and include statements typically
containing words such as "will", "may", "should", "believe", "intends", "expects", "anticipates", "targets", "estimates", "likely",
"foresees" and words of similar import. All statements other than statements of historical facts are forward-looking statements.
You should not place undue reliance on these forward-looking statements, which reflect the current views of the management of
AB InBev, are subject to numerous risks and uncertainties about AB InBev and are dependent on many factors, some of which
are outside of AB InBev's control. There are important factors, risks and uncertainties that could cause actual outcomes and
results to be materially different, including, but not limited to, the risks and uncertainties relating to AB InBev that are described
under Item 3.D of AB InBev's Annual Report on Form 20-F filed with the SEC on 11 March 2024. Many of these risks and
uncertainties are, and will be, exacerbated by any further worsening of the global business and economic environment, the
ongoing conflicts in Russia and Ukraine and in the Middle East, including the conflict in the Red Sea. Other unknown or
unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. The forward-
looking statements should be read in conjunction with the other cautionary statements that are included elsewhere, including AB
InBev's most recent Form 20-F and other reports furnished on Form 6-K, and any other documents that AB InBev has made
public. Any forward-looking statements made in this communication are qualified in their entirety by these cautionary statements
and there can be no assurance that the actual results or developments anticipated by AB InBev will be realized or, even if
substantially realized, that they will have the expected consequences to, or effects on, AB InBev or its business or operations.
Except as required by law, AB InBev undertakes no obligation to publicly update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise.
Important information
This announcement is not an advertisement and not a prospectus within the meaning of Regulation (EU) 2017/1129 of the
European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the
public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC, as amended ( the "Prospectus
Regulation") and has not been approved by the Belgian Financial Services and Markets Authority (Autoriteit Financiële Diensten
en Markten) or any other European Supervisory Authority.
No public offering will be made and no one has taken any action that would, or is intended to, permit a public offering in any
country or jurisdiction, other than the United States, where any such action is required, including in the European Economic Area.
In the European Economic Area, the offering to which this press release relates will only be available to, and will be engaged in
only with, qualified investors within the meaning of the Prospectus Regulation.
In the United Kingdom, the offering to which this press release relates will only be available to, and will be engaged in only with
persons who are "qualified investors" within the meaning of Regulation (EU) 2017/1129 as it forms part of domestic law in the
United Kingdom by virtue of the European Union (Withdrawal) Act 2018, as amended, who are also (i) persons who have
professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act
(Financial Promotion) Order 2005, as amended (the Order), and/or (ii) high net worth companies (or persons to whom it may
otherwise be lawfully communicated) falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to
as "relevant persons"). The securities referred to herein are only available to, and any invitation, offer or agreement to subscribe,
purchase or otherwise acquire such securities will be engaged in only with relevant persons. Any person who is not a relevant
person should not act or rely on this communication or any of its contents.)
Date: 20-03-2024 08:00:00
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