4th Aug 2016 14:45
4 August, 2016
SABMiller plc
(the "Company")
Additional Amounts Guarantee by SABMiller Holdings Inc. and
Solicitation of Consents Relating to the
$300,000,000 of 6.625% Guaranteed Notes due 15 August, 2033 (the "Notes")
Rule 144A Note CUSIP No. 78572MAA3 / ISIN US78572MAA36
Regulation S Note CUSIP No. G77395AA2 / ISIN USG77395AA27
On 4 August, 2016, SABMiller plc announced that its wholly-owned subsidiary SABMiller Holdings Inc. (the "Successor Additional Amounts Guarantor") provided a Successor Additional Amounts Guarantee in relation to the Notes. The Successor Additional Amounts Guarantee is a guarantee of the Company's obligation to pay certain amounts related to withholding tax that may be due on payments by the Company of interest and principal on the Notes.
The Company also announced the commencement of a consent solicitation relating to the Notes as described in a solicitation statement dated 4 August, 2016 issued to holders of the Notes (the "Solicitation Statement"). The Company is seeking a consent to certain amendments and waivers in respect of the Fiscal and Paying Agency Agreement, the terms and conditions of the Notes and the Successor Additional Amounts Guarantee.
The purpose of the consent solicitation is, among other things, to (1) designate the Successor Additional Amounts Guarantor as the "US Guarantor" under the Notes and release MillerCoors LLC from its Additional Amounts Guarantee and (2) add a covenant to the terms and conditions of the Notes requiring the Company to take commercially reasonable efforts to register the Notes for resale under the U.S. Securities Act of 1933, as amended, within six months of the date on which the ABI Transaction is consummated, as described in more detail in the Solicitation Statement. The consent solicitation will expire on 11 August, 2016, unless it is withdrawn or extended.
J.P. Morgan Securities LLC is acting as Solicitation Agent for the consent solicitation. Global Bondholder Services Corporation is acting as Information and Tabulation Agent. Any questions or requests for assistance may be directed to the Solicitation Agent or the Information and Tabulation Agent at their respective addresses/telephone numbers set out below. Requests for copies of the Solicitation Statement and other related materials should be directed to the Information and Tabulation Agent.
The Solicitation Statement contains important information and should be read carefully before any decision is made by holders of the Notes with respect to the consent solicitation referred to above. The Solicitation is not being made in any jurisdiction where the conduct of the Solicitation would violate applicable law. This announcement does not constitute a recommendation regarding the consent solicitation. All terms used but not defined herein are as defined in the Solicitation Statement.
SABMiller plc
Solicitation Agent
J.P. Morgan Securities LLC
Liability Management Group
383 Madison Avenue
New York, New York 10179
Call Toll-Free in the US (866) 834-4666
Call Collect in the US (212) 834-8395
Information and Tabulation Agent.
Global Bondholder Services Corporation
65 Broadway - Suite 404
New York, New York 10006
Attn: Corporate Actions
+1 (212) 430-3774
Call Toll-Free in the US (866)-924-2200
SABMiller plc
+44 (0) 1483 264 000
David Mallac
Group Treasurer
SABMiller plc
Philip Learoyd
Head of Funding and Risk Management
SABMiller plc
This announcement does not constitute an offer to sell or issue or the solicitation of an offer to buy or acquire securities of SABMiller plc or any of its affiliates in any jurisdiction or an inducement to enter into investment activity.
A copy of the Solicitation Statement has been submitted to the National Storage Mechanism and will be available for inspection at http://www.morningstar.co.uk/uk/NSM in due course.
About SABMiller plc
SABMiller is in the beer and soft drinks business, bringing refreshment and sociability to millions of people all over the world who enjoy our drinks. The company does business in a way that improves livelihoods and helps build communities.
SABMiller is passionate about brewing and has a long tradition of craftsmanship, making superb beer from high quality natural ingredients. Our local beer experts brew more than 200 beers from which a range of special regional and global brands have been carefully selected and nurtured.
SABMiller is a FTSE-10 company, with shares trading on the London Stock Exchange, and a secondary listing on the Johannesburg Stock Exchange. At 31 March, 2016, the group employed around 70,000 people in more than 80 countries, from Australia to Zambia, Colombia to the Czech Republic, and South Africa to the USA. Every minute of every day, more than 140,000 bottles of SABMiller beer are sold around the world. The group also has a growing soft drinks business as one of the world's largest bottlers of Coca-Cola drinks.
In the year ended 31 March, 2016, SABMiller sold 331 million hectolitres of lager, soft drinks and other alcoholic beverages, generating group net producer revenue of US$24,149 million and EBITA of US $5,810 million.
Related Shares:
SAB.L