Intended Sale of SABMiller shares by Kulczyk Invs

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION

25 April 2016

Intended Sale of SABMiller shares by Kulczyk Investments S.A. ("KI" or the "Group")

KI announces that it intends to offer for sale up to approximately 24 million existing ordinary shares of SABMiller plc (the "Company" or "SABMiller"), representing approximately 1.5% of the issued share capital of the Company (the "Placing"). The Placing will take place via an accelerated bookbuild.Credit Suisse Securities (Europe) Limited ("Credit Suisse") has been appointed as sole Global Coordinator and sole Bookrunner in respect of the Placing.

The intended partial disposal of SABMiller shares by KI is being launched at this time due to KI's desire to progress the implementation of the next stage of its international strategy, which is aimed at increasing risk diversification and rebalancing of the Group's portfolio of holdings. Following completion of the Placing, KI will continue to hold approximately 1.5% of the issued capital of the Company and is supportive of the announced acquisition of SABMiller by Anheuser-Busch InBev SA/NV.

Shares in SABMiller held by KI which are not sold in the Placing will be subject to a 90 day lock-up from the date of completion of the sale (subject to an exception for existing share pledges and other customary exceptions).

The books for the Placing will open with immediate effect. The final number of shares to be placed, the Placing price and the timing of the closing of the books will be at the absolute discretion of Credit Suisse and KI.

For further information, please contact:

Credit Suisse - Tel: +44 (0)20 7888 8888

Stephane Gruffat

Nick Koemtzopoulos

Omri Lumbroso

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES TO WHICH IT RELATES ARE ONLY DIRECTED AT PERSONS WHO (1) IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ARE QUALIFIED INVESTORS WITHIN THE MEANING OF DIRECTIVE 2003/71/EC (AND ANY AMENDMENTS THERETO, INCLUDING DIRECTIVE 2010/73/EU) AND ANY RELEVANT IMPLEMENTING MEASURES (THE "PROSPECTUS DIRECTIVE"); (2) IN THE UK ARE QUALIFIED INVESTORS (WITHIN SUCH MEANING) WHO ARE ALSO (A) "INVESTMENT PROFESSIONALS" FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED) (THE "ORDER"); OR (B) PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER (ALL SUCH PERSONS REFERRED TO IN (1) AND (2) TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THE INFORMATION REGARDING THE PLACING SET OUT IN THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.

This announcement and the information contained herein are for information purposes only and do not constitute or form part of any offer or a solicitation to acquire or dispose of or sell securities in any jurisdiction and in particular the United States, Canada, Australia or Japan or in any other jurisdiction in which such an offer or invitation is unlawful.

The securities referred to herein have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended ("Securities Act") or under the securities laws of any State or other jurisdiction of the United States, and, absent registration, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the securities laws of any State or other jurisdiction of the United States. There will be no public offering of such securities in the United States or elsewhere.

Neither the U.S. Securities and Exchange Commission nor any securities regulatory authority of any state or other jurisdiction of the United States has approved or disapproved of an investment in the securities or passed upon or endorsed the merits of the placing or the accuracy or adequacy of the contents of this announcement. Any representation to the contrary is a criminal offense in the United States.

Neither this announcement nor any copy of it may be taken, transmitted or distributed, directly or indirectly, in or into or from the United States, Canada, Australia or Japan. Any failure to comply with this restriction may constitute a violation of United States, Canadian, Australian or Japanese securities laws.

Neither this announcement nor the Placing constitutes or is intended to constitute an offer to the public in South Africa in terms of the South African Companies Act, 2008 (the "South African Companies Act"). In South Africa this announcement is only being distributed to, and is only directed at, and any investment or investment activity to which this announcement relates is available only to, and will be engaged in only with, persons in South Africa who fall within the categories of persons set out in section 96(1)(a) of the South African Companies Act.

The distribution of this announcement and the offering or sale of the shares in certain jurisdictions may be restricted by law. No action has been taken by KI, Credit Suisse, or any of their respective affiliates that would, or which is intended to, permit a public offer of the shares in any jurisdiction or possession or distribution of this announcement or any other offering or publicity material relating to the shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by Credit Suisse to inform themselves about and to observe any such restrictions.

This announcement does not constitute a recommendation concerning the Placing. This announcement does not represent the announcement of a definitive agreement to proceed with the Placing and, accordingly, there can be no certainty that the Placing will proceed. KI and Credit Suisse reserve the right not to proceed with the Placing or to vary the terms of the Placing in any way. Any investment decision to participate in the Placing must be made solely on the basis of publicly available information. Such information is not the responsibility of, and has not been independently verified by any of, KI or Credit Suisse or any of their respective affiliates, directors, officers, employees, advisers or agents. 

Apart from the responsibilities and liabilities, if any, which may be imposed on Credit Suisse by the Financial Services and Markets Act 2000 or the regulatory regime established thereunder, none or Credit Suisse or any of its affiliates, directors, officers, employees, advisers or agents accepts any responsibility whatsoever for, or makes any representation or warranty, express or implied, as to the contents of this announcement or for any other statement made or purported to be made by it, or on its behalf, in connection with the Placing. Such persons accordingly disclaim all and any responsibility or liability, whether arising in tort, contract or otherwise (save as referred to above), which they might otherwise have in respect of this announcement or any such statement.

In connection with the Placing, Credit Suisse and any of its affiliates acting as an investor for its own account may take up as a proprietary position any Placing shares and in that capacity may retain, purchase or sell for their own account such Placing shares. In addition they may enter into financing arrangements and swaps with investors in connection with which they may from time to time acquire, hold or dispose of Placing shares. Credit Suisse and its affiliates do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

Credit Suisse is only acting for KI in connection with the Placing, and no one else, and will not be responsible to anyone other than to KI for providing the protections offered to clients of Credit Suisse nor will Credit Suisse be responsible for providing advice in relation to the Placing. Credit Suisse is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority. This statement does not seek to limit or exclude responsibilities or liabilities which may arise under the FSMA or the regulatory regime established thereunder.

This document may include statements that are, or may be deemed to be, forward-looking statements. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "intends", "expects", "will", or "may", or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts. Any forward-looking statements are subject to risks relating to future events and assumptions relating to the Company's business, in particular from changes in political conditions, economic conditions, evolving business strategy, or the retail industry. No assurances can be given that any forward-looking statements in this document will be realised. As a result, no undue reliance should be placed on such forward-looking statements as a prediction of actual results or otherwise.