Newbelco SA/NV. Merger of Anheuser-Busch InBev SA/NV into Newbelco SA/NV

Transcription

1 Newbelco SA/NV Merger of Anheuser-Busch InBev SA/NV into Newbelco SA/NV This prospectus relates to the ordinary shares without nominal value of Newbelco SA/NV ( Newbelco ), a newly organized Belgian public limited liability company (société anonyme/naamloze vennootschap), to be issued by Newbelco in connection with the proposed business combination between Anheuser-Busch InBev SA/NV ( AB InBev ) and SABMiller plc ( SABMiller ). As described in (i) the joint announcement by AB InBev and SABMiller on 11 November 2015 pursuant to Rule 2.7 of the UK City Code on Takeovers and Mergers (the November Rule 2.7 Announcement ) detailing the terms and conditions of the proposed business combination between AB InBev and SABMiller (the Transaction ) and (ii) the announcement by AB InBev on 26 July 2016 pursuant to Rule 2.7 of the UK City Code on Takeovers and Mergers (the July Rule 2.7 Announcement ), the Transaction will be implemented through a series of steps in multiple jurisdictions (the Proposed Structure ). During the final step of the Proposed Structure, AB InBev will merge into Newbelco, which was formed for the purpose of effecting the Transaction and will become the ultimate holding company for the combined group following the Transaction (the Combined Group ), through a merger by absorption of AB InBev under the Belgian Law of 7 May 1999, setting out the Companies Code (the Belgian Merger ). Following the Belgian Merger, AB InBev shareholders will become shareholders in Newbelco and Newbelco will be the surviving entity and holding company for the Combined Group. Pursuant to the Belgian Merger: AB InBev shareholders will receive one Newbelco ordinary share without nominal value for each AB InBev ordinary share they hold at the record date for the Belgian Merger; and upon the exchange of AB InBev ordinary shares for Newbelco ordinary shares, the American Depositary Shares each representing one AB InBev ordinary share (each, an AB InBev ADS ) will instead each represent one Newbelco ordinary share, thereby becoming Newbelco ADSs. In connection with the Transaction, AB InBev will convene an extraordinary general meeting of AB InBev shareholders (the AB InBev General Meeting ), currently scheduled to be held on 28 September 2016 at 9:00 a.m. Brussels time at the Diamant Center Brussels, Boulevard A. Reyers 80, 1030 Brussels, Belgium. Based on the number of AB InBev ordinary shares (including AB InBev ordinary shares that are represented by AB InBev ADSs) in issue as of 30 June 2016 and assuming the Partial Share Alternative (as defined below) available to SABMiller shareholders is elected only by Altria Group, Inc. ( Altria ) and BEVCO Ltd. ( BEVCO ), SABMiller s largest shareholders, Newbelco will issue 2,010,241,851 new shares without nominal value (including 316,999,695 Restricted Shares resulting from the reclassification and consolidation of Initial Shares, each as defined below), of which 227,681,654 ordinary shares (including ordinary shares represented by American Depositary Shares), or 11.3%, have been registered pursuant to the registration statement of which this prospectus forms a part, as they will be issued in respect of AB InBev ordinary shares underlying AB InBev ADSs or held directly by U.S. residents, in each case as of that date. The AB InBev ordinary shares are listed on Euronext Brussels, with secondary listings on the Bolsa Mexicana de Valores and the Johannesburg Stock Exchange, and AB InBev ADSs are also listed and trade on the New York Stock Exchange ( NYSE ). Both AB InBev and Newbelco are foreign private issuers under U.S. securities laws. Application has been made for the admission of the Newbelco ordinary shares to listing and trading on Euronext Brussels. Newbelco will also apply for secondary listings of the Newbelco ordinary shares on the Bolsa Mexicana de Valores and the Johannesburg Stock Exchange. In addition, Newbelco will apply for the listing of the Newbelco ADSs on the NYSE. This prospectus has been prepared for holders of AB InBev ordinary shares who are residents of the United States or who are U.S. persons and for holders of AB InBev ADSs to provide information about the Transaction and the securities to be offered pursuant thereto. This prospectus incorporates by reference important business and financial information about AB InBev that is contained in its filings with the Securities and Exchange Commission (the SEC ) but which is not included in, or delivered with, this prospectus. This information is available on the SEC s website at and from other sources. For more information about how to obtain copies of these documents, see the Where You Can Find More Information section of this prospectus. AB InBev will also make copies of this information available to you, at no cost, upon written or oral request. You should direct your requests to Anheuser-Busch InBev SA/NV, Brouwerijplein 1, 3000 Leuven, Belgium (telephone: +32 (0) ). In order to receive timely delivery of these documents, holders of AB InBev ADSs must make such a request no later than five U.S. business days before the AB InBev General Meeting. The AB InBev General Meeting is currently scheduled for 28 September 2016 but the actual date may be different. You should read this prospectus carefully. In particular, please read the section entitled Risk Factors beginning on page 44 for a discussion of risks that you should consider when evaluating the Transaction. Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. IF YOU HOLD ORDINARY SHARES OF AB INBEV YOU ARE ENTITLED TO VOTE OR OTHERWISE HAVE A SAY ON THE TRANSACTION. WHILE WE HAVE DESCRIBED IN THIS PROSPECTUS THE GENERAL PROCEDURES FOR VOTING YOUR AB INBEV ORDINARY SHARES, YOU SHOULD CONSULT YOUR BELGIAN COUNSEL ON HOW TO COMPLY WITH THOSE PROCEDURES, AND WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US ONE. IF YOU ARE A HOLDER OF AB INBEV ADSs, YOU WILL RECEIVE INSTRUCTIONS FROM THE DEPOSITARY FOR THE AB INBEV ADS PROGRAM ON HOW TO SUBMIT VOTING INSTRUCTIONS FOR YOUR SECURITIES. This prospectus is dated 30 August 2016 and is expected to be first made available to holders of AB InBev ordinary shares and AB InBev ADSs on or about that date.

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3 TABLE OF CONTENTS NOTE ON PRESENTATION... 2 Presentation of SABMiller Financial Information... 2 Presentation of AB InBev Financial Information... 4 Rounding... 4 MARKET AND INDUSTRY INFORMATION... 5 SABMiller... 5 AB InBev... 5 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS... 6 QUESTIONS AND ANSWERS ABOUT THE TRANSACTION AND THE EXTRAORDINARY GENERAL MEETING OF AB INBEV SHAREHOLDERS... 9 SUMMARY Information about the Companies The Transaction Form of the Transaction The Co-operation Agreement Termination of the Co-operation Agreement Break Payment Conditions to Completion of the Transaction Share Ownership and Voting by AB InBev s Directors and Officers Recommendation of the AB InBev Board of Directors and AB InBev s Reasons for the Transaction Comparative Per Share Market Price Data Newbelco Board of Directors and Management upon Completion of the Transaction Regulatory Approvals Required Comparison of the Rights of Holders of AB InBev Ordinary Shares and Newbelco Ordinary Shares Material Tax Consequences of the Transaction No Dissenters Rights Stock Exchange Listing Financing Relating to the Transaction Accounting Treatment of the Transaction RISK FACTORS Risks Relating to the Transaction Risks Relating to the Business of the Combined Group Risks Related to Newbelco Ordinary Shares and American Depositary Shares Risks Related to Taxation SELECTED HISTORICAL FINANCIAL DATA OF AB INBEV SELECTED HISTORICAL FINANCIAL DATA OF SABMILLER SELECTED UNAUDITED PRO FORMA FINANCIAL DATA THE EXTRAORDINARY GENERAL MEETING OF AB INBEV SHAREHOLDERS Overview Date, Time and Place of the AB InBev General Meeting Record Date Attendance; Belgian-law Proxies; Vote by Mail Voting Your Shares Voting Your ADSs Voting Shares Held in Street Name Quorum; Vote Required Recommendation of the AB InBev Board of Directors Share Ownership and Voting by AB InBev s Directors and Officers Other Business i

4 THE TRANSACTION Overview UK Scheme Belgian Offer Belgian Merger Resulting Capital Structure Background to the Transaction AB InBev s Reasons for the Transaction Recommendation of the AB InBev Board of Directors Financing Transaction-Related Costs Interests of Certain Persons in the Transaction Security Ownership of Certain Beneficial Owners and Management of AB InBev Principal Shareholders of Newbelco Following the Transaction Newbelco Board of Directors and Management upon Completion of the Transaction Conditions to Completion of the Transaction Regulatory Approvals Required Other Transaction-Related Agreements and Arrangements Stock Exchange Listing Delivery NO DISSENTERS RIGHTS ACCOUNTING TREATMENT OF THE TRANSACTION MATERIAL TAX CONSEQUENCES OF THE TRANSACTION U.S. Federal Income Tax Considerations Belgian Tax Considerations DELISTING AND DEREGISTRATION OF AB INBEV ORDINARY SHARES INFORMATION ABOUT THE COMPANIES MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF SABMILLER Key Factors Affecting Results of Operations Acquisitions and Divestitures Significant Accounting Policies Segmental Reporting Results of Operations Segmental Analysis Liquidity and Capital Resources Contractual Obligations and Contingencies Off-Balance Sheet Arrangements Outlook and Trend Information Trading Update Quantitative and Qualitative Disclosures about Market Risk UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Note 1. Basis of preparation Note 2. Pro forma adjustments to SABMiller s financial statements Note 3. Pro forma adjustments relating to financing Note 4. Pro forma adjustments related to the Transaction Note 5. Pro forma earnings per share Note 6. Divestitures MATERIAL AGREEMENTS The Co-operation Agreement ii

5 Information Rights Agreement Tax Matters Agreement Deed of Indemnity Shareholder Irrevocable Undertakings Molson Coors Purchase Agreement U.S. Department of Justice Consent Decree FINANCING RELATING TO THE TRANSACTION Senior Facilities Agreement Replacement Bond Financing Hedging COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA PER SHARE DATA COMPARATIVE PER SHARE MARKET PRICE DATA AB InBev Ordinary Shares and AB InBev ADSs SABMiller Ordinary Shares THE BUSINESS OF AB INBEV THE BUSINESS OF SABMILLER Overview History, Development and Highlights of the SABMiller Group s Operations Business Capability Programme and Cost and Efficiency Programme Black Economic Empowerment Transaction Strategy Competitive Strengths Licenses New Products, Research and Development Overview by Business Segment DESCRIPTION OF NEWBELCO ORDINARY SHARES AND NEWBELCO ADSs Newbelco Share Capital Description of the Rights and Benefits Attached to Newbelco Ordinary Shares Description of the Rights and Benefits Attached to Newbelco ADSs Applicable Belgian Legislation Dividend Policy COMPARISON OF THE RIGHTS OF HOLDERS OF AB INBEV ORDINARY SHARES AND AB INBEV ADSs AND HOLDERS OF NEWBELCO ORDINARY SHARES AND NEWBELCO ADSs NOTICE TO HOLDERS RESIDENT IN CANADA Canadian Resale Restrictions Enforcement of Legal Rights Canadian Tax Considerations LEGAL MATTERS EXPERTS ENFORCEABILITY OF CIVIL LIABILITIES WHERE YOU CAN FIND MORE INFORMATION INDEX TO SABMILLER FINANCIAL STATEMENTS... F-1 LIST OF ANNEXES: ANNEX A Excerpts from UK Scheme Circular A-1 ANNEX B-1 Excerpts from Belgian Listing Prospectus B-1-1 ANNEX B-2 Excerpts from Belgian Offer Prospectus B-2-1 iii

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7 We have filed with the SEC a registration statement on Form F-4 with respect to the ordinary shares (including ordinary shares to be represented by American Depositary Shares) Newbelco is issuing pursuant to the Transaction. This prospectus, which forms a part of the registration statement, does not contain all the information included in the registration statement, including its exhibits and schedules. For further information about us and the securities described in this prospectus, you should refer to the registration statement and its exhibits and schedules. Statements made in this prospectus about certain contracts or other documents are not necessarily complete. When those statements are made, we refer you to the copies of the contracts or documents that are filed as exhibits to the registration statement, because those statements are qualified in all respects by reference to those exhibits. The registration statement, including the exhibits and schedules thereto, is on file at the office of the SEC and may be inspected without charge. Our SEC filings are also available to the public at the SEC website at You may also obtain this information free of charge by written or oral request. You should direct your requests to Anheuser-Busch InBev SA/NV, Brouwerijplein 1, 3000 Leuven, Belgium (telephone: +32 (0) ). In order to receive timely delivery of these documents, holders of AB InBev ADSs must make such a request no later than five U.S. business days before the AB InBev General Meeting. The AB InBev General Meeting is currently scheduled for 28 September 2016 but the actual date may be different. You should rely only on the information contained in this prospectus. Neither AB InBev nor Newbelco has authorized any person to provide you with any information or to make any representations in connection with the Transaction, other than the information contained in this prospectus. If any person provides you with other information or makes a representation in connection with the Transaction, that information or representation must not be relied on as having been authorized by us. This prospectus does not constitute an offer to any person in any jurisdiction in which an offer is unlawful. Offers are not being made to holders of AB InBev ordinary shares and/or AB InBev ADSs in any jurisdiction in which the making or acceptance of the offer would not be in compliance with the laws of that jurisdiction. However, Newbelco may, in its sole discretion, take any action it may deem necessary to make offers in any such jurisdiction and extend those offers to holders of AB InBev ordinary shares and/or AB InBev ADSs in any jurisdiction. In any jurisdiction where the securities, blue sky or other laws require that offers be made by a licensed broker or dealer, offers to holders of AB InBev ordinary shares and/or AB InBev ADSs will be deemed to be made on Newbelco s behalf by one or more registered brokers or dealers licensed under the laws of the relevant jurisdiction. The information contained in this prospectus speaks only as of the date of this prospectus unless the information specifically indicates that another date applies. The delivery of this prospectus will not, under any circumstance, create an implication that the affairs of AB InBev, SABMiller or Newbelco have not changed since the date as of which information is furnished or since the date of this prospectus. We are not incorporating the contents of the websites of AB InBev, SABMiller, the SEC or of any other entity into this document. References to websites are made in this document for your convenience only to provide you with information on how you can obtain at those websites copies of the documents that are included as exhibits to the registration statement of which this prospectus forms a part. -1-

8 NOTE ON PRESENTATION Unless otherwise indicated or the context requires, all references in this prospectus to: AB InBev refer to Anheuser-Busch InBev SA/NV, a public limited liability company (société anonyme/naamloze vennootschap) organized under the laws of Belgium. AB InBev Group refer to Anheuser-Busch InBev SA/NV and the group of companies owned and/or controlled by Anheuser-Busch InBev SA/NV. Combined Group refer to the combined group following the Transaction, comprising the AB InBev Group, the SABMiller Group and Newbelco. Co-operation Agreement refer to the Co-operation Agreement, dated 11 November 2015, between AB InBev and SABMiller, a copy of which is incorporated by reference as Exhibit 2.1 to the registration statement of which this prospectus forms a part. IFRS refer to International Financial Reporting Standards as issued by the International Accounting Standards Board. Newbelco refer to Newbelco SA/NV, a public limited liability company (société anonyme/naamloze vennootschap) organized under the laws of Belgium. In certain agreements, press releases and other documents entered into or disclosed prior to the date of this prospectus, certain of which are incorporated by reference as exhibits hereto, Newbelco was referred to by its indicative name, Newco. Newbelco is expected to be renamed on or prior to the completion of the Transaction (as defined below) described herein. our or we refer to Newbelco or the Combined Group as the context requires. Proposed Structure refer to the proposed structure of the Transaction, as set out in The Transaction in this prospectus. SABMiller refer to SABMiller plc, a public limited company incorporated under the laws of England and Wales. SABMiller Group refer to SABMiller plc and the group of companies owned and/or controlled by SABMiller plc. Transaction refer to the proposed business combination between AB InBev and SABMiller, to be implemented through the Proposed Structure. In addition, all references to USD, dollars, U.S. dollars, $ and cents are to the lawful currency of the United States. All references to pounds sterling, sterling, GBP and are to the lawful currency of the United Kingdom. All references to Argentine pesos are to the lawful currency of Argentina. All references to Colombian pesos are to the lawful currency of Colombia. All references to Mexican pesos are to the lawful currency of Mexico. All references to South African rand and ZAR are to the lawful currency of the Republic of South Africa. All references to Peruvian nuevos soles are to the lawful currency of Peru. All references to euro, and EUR are to the common currency of the European Union. All references to Australian dollars and AUD are to the lawful currency of the Commonwealth of Australia. All references to Canadian dollars are to the lawful currency of Canada. All references to Russian rubles and RUB are to the lawful currency of the Russian Federation. All references to Ukrainian hryvnia and UAH are to the lawful currency of Ukraine. References to GAAP mean generally accepted accounting principles. Presentation of SABMiller Financial Information The financial information relating to the SABMiller Group contained in this prospectus has been derived from its audited consolidated financial statements as at 31 March 2016 and 2015 and for the years ended 31 March 2016, 2015 and 2014 (the SABMiller Financial Information ) included elsewhere in this prospectus. The SABMiller Financial Information was prepared in accordance with IFRS. The reporting currency of the SABMiller Group is U.S. dollars. -2-

9 Non-GAAP Financial Measures This prospectus contains information in relation to SABMiller Group Net Producer Revenue ( SABMiller Group NPR ) (on an SABMiller Group-wide basis and in relation to the SABMiller Group s segments), adjusted EBITA ( EBITA ) (on an SABMiller Group-wide basis and in relation to the SABMiller Group s segments) and net debt. SABMiller Group NPR comprises revenue together with the SABMiller Group s share of revenue from associates and joint ventures less excise duties and other similar taxes, together with the SABMiller Group s share of excise duties and other similar taxes from associates and joint ventures. EBITA, as defined, comprises operating profit before exceptional items and amortization of intangible assets (excluding computer software) and includes the SABMiller Group s share of associates and joint ventures operating profit on a similar basis. Net debt comprises gross debt (including borrowings, financing derivative financial instruments, overdrafts and finance leases) net of cash and cash equivalents (excluding overdrafts). SABMiller Group NPR and EBITA, as defined, are non-gaap financial measures, which SABMiller has historically used to evaluate performance and allocate resources between segments by SABMiller s executive directors, being the chief operating decision makers. The segmental disclosures accord with the manner in which the SABMiller Group is managed. Segmental performance is reported after the specific apportionment of attributable head office service costs. Certain of these measures are commonly reported and widely used by investors in comparing performances with regard to amortization and certain other items, which can vary significantly depending upon accounting methods, interest expense or taxation, or non-operating factors. SABMiller Group NPR and EBITA, as defined, have been disclosed in this prospectus to permit a more complete and comprehensive analysis of the SABMiller Group s operating performance. Net debt is also a non-gaap financial measure, which SABMiller has historically used to evaluate its liquidity position and its progress towards deleveraging. SABMiller Group NPR, EBITA, as defined, and net debt are not measurements of performance or financial position under IFRS. They should not be considered as an alternative to (a) revenue (as determined in accordance with GAAP), (b) operating profit (as determined in accordance with GAAP), or as a measure of the SABMiller Group s operating performance, (c) cash flows from operating activities (as determined in accordance with GAAP), or as a measure of the SABMiller Group s ability to meet cash needs, or (d) any other measures of performance or financial position under GAAP. SABMiller Group NPR, EBITA, as defined, and net debt may not be indicative of the SABMiller Group s historical operating results or financial position, nor are they meant to be projections or forecasts of future results or financial position. In addition, because companies do not calculate these financial measures identically, the SABMiller Group s presentation of these measures may not be comparable to similarly titled measures. For a reconciliation of SABMiller Group NPR to revenue and a reconciliation of EBITA, as defined, to operating profit on an SABMiller Group-wide basis, see Management s Discussion and Analysis of Financial Condition and Results of Operations of SABMiller Results of Operations. For a reconciliation of SABMiller Group NPR to revenue and a reconciliation of EBITA, as defined, to operating profit on a segmental basis, see Management s Discussion and Analysis of Financial Condition and Results of Operations of SABMiller Segmental Analysis. For a reconciliation of net debt to interest bearing loans and borrowings, see Management s Discussion and Analysis of Financial Condition and Results of Operations of SABMiller Liquidity and Capital Resources Net Debt and Equity. You should review such reconciliations and not rely on any single financial measure to evaluate the SABMiller Group s business. Volume Measurements Unless otherwise stated, volume measurements as used in this prospectus in relation to SABMiller are stated in hectoliters ( hl ). References to the SABMiller Group s lager, soft drinks and other alcoholic beverages volumes include 100% of the volumes of all consolidated subsidiaries and the SABMiller Group s share of volumes of all associated undertakings and joint ventures. -3-

10 Presentation of AB InBev Financial Information AB InBev has prepared its audited consolidated financial statements as of 31 December 2015 and 2014 and for the three years ended 31 December 2015 and its unaudited condensed consolidated interim financial statements as of 30 June 2016 and for the six-month periods ended 30 June 2016 and 2015 in accordance with IFRS, and in conformity with International Financial Reporting Standards as adopted by the European Union. Unless otherwise specified, the AB InBev financial information and analysis presented elsewhere in, or incorporated by reference into, this prospectus is based on such consolidated financial statements. Unless otherwise specified, all AB InBev financial information included or incorporated by reference in this prospectus has been stated in U.S. dollars. Volume Measurements Unless otherwise specified, volumes, as used in this prospectus in relation to AB InBev, include beer (including near beer) and non-beer (primarily carbonated soft drinks) volumes. In addition, unless otherwise specified, AB InBev s volumes include not only brands that it owns or licenses, but also third-party brands that it brews or otherwise produces as a subcontractor, and third-party products that it sells through its distribution network, particularly in Western Europe. AB InBev s volume figures in this prospectus reflect 100% of the volumes of entities that it fully consolidates in its financial reporting and a proportionate share of the volumes of entities that it proportionately consolidates in its financial reporting, but do not include volumes of its associates or non-consolidated entities. Rounding Certain monetary amounts and other figures included in this prospectus have been subject to rounding adjustments. Accordingly, any discrepancies in any tables between the totals and the sums of amounts listed are due to rounding. -4-

11 MARKET AND INDUSTRY INFORMATION SABMiller Certain information in this prospectus relating to the SABMiller Group has been extracted from third-party sources. Such information has been accurately reproduced and no facts have been omitted which would render the reproduced information inaccurate or misleading. The information includes statements contained in this prospectus relating to the market positions and market shares of the SABMiller Group and other companies in individual markets and the respective consumption figures and rates of growth in those markets. Unless otherwise stated, these statements are SABMiller management estimates, based, where available, on the most recent available beer industry reports relevant to those markets published on a worldwide or country basis. Other sources of information include IRi-Aztec (Australia) Pty Ltd (for Australia), Canadean Limited (for China, India, South Africa and Russia), the Czech Beer and Malt Association (for the Czech Republic), Nielsen Consumer (for Colombia, El Salvador, Honduras, Panama, Poland, Romania, South Africa, the Netherlands, Turkey, Kazakhstan and Pakistan), CCR Audit (for Peru), Frontline Market Research (for Tanzania, Mozambique, Uganda, Zambia, Botswana, Swaziland and Zimbabwe), the Central Statistical Office of Poland (for Poland), Ipsos Retail Performance (for Azerbaijan, Kyrgyzstan and Turkmenistan), Mardis Cia. Ltda. (for Ecuador), the National Bureau of Statistics of China (for China), Retail Zoom (for Iraq) and SymphonyIRI Group (for Italy). AB InBev Market information (including market share, market position and industry data for the AB InBev Group s operating activities and those of its subsidiaries or of companies acquired by it) or other statements presented in this prospectus regarding the AB InBev Group s position (or that of companies acquired by it) relative to its competitors largely reflect the best estimates of AB InBev s management. These estimates are based upon information obtained from customers, trade or business organizations and associations, other contacts within the industries in which the AB InBev Group operates and, in some cases, upon published statistical data or information from independent third parties. Except as otherwise stated, the AB InBev Group s market share data, as well as its management s assessment of its comparative competitive position, has been derived by comparing the AB InBev Group s sales figures for the relevant period to its management s estimates of its competitors sales figures for such period, as well as upon published statistical data and information from independent third parties, and, in particular, the reports published and the information made available by, among others, the local brewers associations and the national statistics bureaus in the various countries in which the AB InBev Group sells its products. The principal sources generally used include Plato Logic Limited and AC Nielsen, as well as internal estimations based on data from the Beer Institute and IRI (for the United States), the Brewers Association of Canada (for Canada), CIES (for Bolivia), AC Nielsen (for Argentina, Brazil, Chile, Dominican Republic, Guatemala, Paraguay, Russia, Ukraine and Uruguay), Cámara Nacional de la Industria de la Cerveca y de la Malta (for Mexico), Belgian Brewers Association (for Belgium), German Brewers Association (for Germany), Seema International Limited (for China), the British Beer and Pub Association (for the United Kingdom), Centraal Brouwerij Kantoor CBK (for the Netherlands), Association des Brasseurs de France and IRI (for France), Plato Logic Limited (for Italy), the Korean International Trade Association (for South Korea) and other local brewers associations. You should not rely on the market share and other market information presented herein as precise measures of market share or of other actual conditions. -5-

12 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS There are statements in this prospectus, such as statements that include the words or phrases will likely result, are expected to, will continue, is anticipated, anticipate, estimate, project, may, might, could, believe, expect, plan, potential or similar expressions that are forward-looking statements. These statements are subject to certain risks and uncertainties. Actual results may differ materially from those suggested by these statements due to, among others, the risks or uncertainties listed below. See also Risk Factors for further discussion of risks and uncertainties that could impact the businesses of the AB InBev Group and the Combined Group. These forward-looking statements are not guarantees of future performance. Rather, they are based on current views and assumptions and involve known and unknown risks, uncertainties and other factors, many of which are outside our control and are difficult to predict, that may cause actual results or developments to differ materially from any future results or developments expressed or implied by the forward-looking statements. Factors that could cause actual results to differ materially from those contemplated by the forward-looking statements include, among others: local, regional, national and international economic conditions, including the risks of a global recession or a recession in one or more of our key markets, and the impact they may have on us and our customers and our assessment of that impact; financial risks, such as interest rate risk, foreign exchange rate risk (in particular as against the U.S. dollar, our reporting currency), commodity risk, asset price risk, equity market risk, counterparty risk, sovereign risk, liquidity risk, inflation or deflation; continued geopolitical instability, which may result in, among other things, economic and political sanctions and currency exchange rate volatility, and which may have a substantial impact on the economies of one or more of our key markets; changes in government policies and currency controls; continued availability of financing and our ability to achieve our targeted coverage and debt levels and terms, including the risk of constraints on financing in the event of a credit rating downgrade; the monetary and interest rate policies of central banks, in particular the European Central Bank, the Board of Governors of the U.S. Federal Reserve System, the Bank of England, Banco Central do Brasil, Banco Central de la República Argentina, the Central Bank of China, the South African Reserve Bank, Banco de la República in Colombia and other central banks; changes in applicable laws, regulations and taxes in jurisdictions in which we operate, including the laws and regulations governing our operations and changes to tax benefit programs, as well as actions or decisions of courts and regulators; limitations on our ability to contain costs and expenses; our expectations with respect to expansion plans, premium growth, accretion to reported earnings, working capital improvements and investment income or cash flow projections; our ability to continue to introduce competitive new products and services on a timely, cost-effective basis; the effects of competition and consolidation in the markets in which we operate, which may be influenced by regulation, deregulation or enforcement policies; changes in consumer spending; changes in pricing environments; volatility in the prices of raw materials, commodities and energy; -6-

13 difficulties in maintaining relationships with employees; regional or general changes in asset valuations; greater than expected costs (including taxes) and expenses; the risk of unexpected consequences resulting from acquisitions, joint ventures, strategic alliances, corporate reorganizations or divestiture plans, and our ability to successfully and cost-effectively implement these transactions and integrate the operations of businesses or other assets we have acquired; the outcome of pending and future litigation, investigations and governmental proceedings; natural and other disasters; any inability to economically hedge certain risks; inadequate impairment provisions and loss reserves; technological changes and threats to cybersecurity; other statements included in this prospectus that are not historical; and our success in managing the risks involved in the foregoing. The forward-looking statements contained in this prospectus, including in documents that are filed with the SEC and incorporated by reference herein, include statements relating to the Transaction, the Transaction-related Divestitures described herein and the financing of the Transaction, including the expected effects of the Transaction on the AB InBev Group and/or the SABMiller Group and the expected timing of the Transaction. These forward-looking statements may include statements relating to: the expected characteristics of the Combined Group; expected ownership of Newbelco by AB InBev shareholders and SABMiller shareholders; expected customer reach of the Combined Group; the expected benefits of the proposed Transaction; and the financing of the Transaction and the Combined Group. All statements regarding the Transaction, the Transaction-related Divestitures described herein and the financing of the Transaction 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 management, are subject to numerous risks and uncertainties about the AB InBev Group, the SABMiller Group, Newbelco and the Combined Group and are dependent on many factors, some of which are outside of our and their control. There are important factors, risks and uncertainties that could cause actual outcomes and results to be materially different, including the satisfaction of the conditions to the Transaction; the ability to realize the anticipated benefits and synergies of the Transaction, including as a result of a delay in completing the Transaction or difficulty in integrating the businesses of the companies involved; any failure to complete the Transaction or any disruption to the businesses of AB InBev and SABMiller resulting from management s focus on the Transaction; the ability to obtain the regulatory approvals related to the Transaction, the ability to satisfy any conditions required to obtain such approvals and the impact of any conditions imposed by various regulatory authorities on the AB InBev Group, the SABMiller Group, Newbelco and the Combined Group; the potential costs associated with the complex cross-border structure of the Transaction; the financial and operational risks in refinancing the Transaction and resulting from the AB InBev Group s increased level of debt; any change of control or restriction on merger provisions in agreements to which AB InBev or SABMiller or their respective subsidiaries, associates and/or joint ventures is a party that might be triggered by the Transaction; the impact of foreign exchange rates; the performance of the global economy; the capacity for growth in beer markets, alcoholic beverage markets and non-alcoholic beverage markets; the consolidation and convergence of the industry, its suppliers and its customers; the effect of changes in governmental regulations; disruption from the Transaction making it more difficult to maintain relationships with customers, employees, suppliers, associates or joint venture partners as well as governments in the territories in which the SABMiller Group and the AB InBev Group operate; the impact of any potential impairments of goodwill or other intangible assets on the financial -7-

14 condition and results of operations of the Combined Group; the impact that the size of the Combined Group, contractual limitations to which it is subject and its position in the markets in which it operates may have on its ability to successfully carry out further acquisitions and business integrations and the success of the AB InBev Group, Newbelco and/or the Combined Group in managing the risks involved in the foregoing. Statements regarding financial risks, including interest rate risk, foreign exchange rate risk, commodity risk, asset price risk, equity market risk, counterparty risk, sovereign risk, inflation and deflation, are subject to uncertainty. For example, certain market and financial risk disclosures are dependent on choices about key model characteristics and assumptions and are subject to various limitations. By their nature, certain of the market or financial risk disclosures are only estimates and, as a result, actual future gains and losses could differ materially from those that have been estimated. We caution that the forward-looking statements in this prospectus are further qualified by the risk factors disclosed in Risk Factors that could cause actual results to differ materially from those in the forward-looking statements. Subject to their obligations under applicable law in relation to disclosure and ongoing information, Newbelco, AB InBev and SABMiller disclaim any intent or obligation to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise. -8-

15 QUESTIONS AND ANSWERS ABOUT THE TRANSACTION AND THE EXTRAORDINARY GENERAL MEETING OF AB INBEV SHAREHOLDERS WE ARE NOT CURRENTLY ASKING YOU FOR A PROXY AND YOU ARE NOT REQUESTED TO SEND US A PROXY The following questions and answers are intended to address briefly some commonly asked questions regarding the Transaction and the extraordinary general meeting of AB InBev shareholders. These questions and answers only highlight some of the information contained in this prospectus. They may not contain all the information that is important to you. You should read carefully this entire prospectus, including the exhibits and the documents incorporated by reference into this prospectus, to understand fully the proposed Transaction and the voting procedures for the extraordinary general meeting of AB InBev shareholders. See Where You Can Find More Information beginning on page 305 of this prospectus. If you are in any doubt about the Transaction described herein, you should consult an independent financial advisor. What is the Transaction? In a joint announcement on 11 November 2015 pursuant to Rule 2.7 of the UK City Code on Takeovers and Mergers (the November Rule 2.7 Announcement ), AB InBev s board and the board of SABMiller announced that they had reached agreement on the terms of the recommended business combination between AB InBev and SABMiller and in an announcement on 26 July 2016 pursuant to Rule 2.7 of the UK City Code on Takeovers and Mergers (the July Rule 2.7 Announcement ), AB InBev announced revised and final terms for the Transaction. The Transaction will be implemented through the Proposed Structure, which involves three principal steps as follows: first, the acquisition of SABMiller by Newbelco through a UK law court-sanctioned scheme of arrangement between SABMiller and the applicable shareholders of SABMiller under Part 26 of the UK Companies Act 2006, pursuant to which such shareholders of SABMiller will receive 100 ordinary shares in Newbelco ( Initial Shares ) in consideration for each SABMiller ordinary share (including each SABMiller ordinary share represented by an American Depositary Share (an SABMiller ADS )) they hold (with or subject to any modification, addition or condition approved or imposed by the High Court of Justice in England and Wales, the UK Scheme ); second, a voluntary cash takeover offer made by AB InBev pursuant to the Belgian Law of 1 April 2007 on public takeover bids and the Belgian Royal Decree of 27 April 2007 on public takeover bids for all of the Initial Shares of Newbelco to be issued to the SABMiller shareholders pursuant to the UK Scheme (the Belgian Offer ); and third, following closing of the Belgian Offer, the merger of AB InBev into Newbelco through a merger by absorption of AB InBev under the Belgian Law of 7 May 1999, setting out the Companies Code (as amended from time to time, the Belgian Companies Code ), pursuant to which the shareholders of AB InBev will become shareholders of Newbelco and Newbelco will be the surviving entity and the holding company for the Combined Group (the Belgian Merger ). Why am I receiving this prospectus? Newbelco is required by the Securities Act of 1933, as amended (the Securities Act ) to deliver this prospectus to all holders of AB InBev ordinary shares who are residents of the United States or who are U.S. persons and all holders of American Depositary Shares representing AB InBev ordinary shares (each, an AB InBev ADS ), which may be evidenced by American Depositary Receipts ( ADRs ), because, upon the Belgian Merger becoming effective: AB InBev shareholders will receive one Newbelco ordinary share without nominal value for each AB InBev ordinary share they hold at the record date for the Belgian Merger; and -9-

16 upon the exchange of AB InBev ordinary shares for Newbelco ordinary shares, the AB InBev ADSs will instead each represent one Newbelco ordinary share, thereby becoming Newbelco ADSs. If you hold any AB InBev ordinary shares and/or AB InBev ADSs, you are receiving this prospectus because Newbelco may be deemed to be offering you securities (i.e., the Newbelco ordinary shares and Newbelco ADSs) for purposes of the Securities Act. In addition, you are being asked to vote on the steps of the Transaction requiring shareholder approval at an extraordinary general meeting of the AB InBev shareholders to be convened in connection with the Transaction (the AB InBev General Meeting ), which is currently scheduled for 28 September You are receiving this prospectus to provide you with information about the Transaction and the matters that will be considered at the AB InBev General Meeting in connection with the Transaction, as well as with instructions on how you may exercise your voting and other shareholder rights relating to the Transaction and the AB InBev General Meeting. What will I receive if the Belgian Merger is completed? Upon the Belgian Merger becoming effective: your existing AB InBev ordinary shares will be extinguished and you will receive one Newbelco ordinary share without nominal value for every AB InBev ordinary share you hold on the record date for the Belgian Merger; and Newbelco ordinary shares will be deposited with the depositary for the AB InBev ADS program, such that each AB InBev ADS, which currently represents one AB InBev ordinary share, will represent one Newbelco ordinary share and will therefore become a Newbelco ADS. When is the record date and time for the Belgian Merger? The record date and time for the Belgian Merger is currently expected to be 6:00 p.m. Brussels time on 10 October What actions will shareholders of AB InBev be asked to approve in connection with the Transaction? In connection with the Transaction, AB InBev will convene the AB InBev General Meeting for the purpose of considering and, if thought fit, approving any resolutions to be taken as are necessary or useful to approve, implement and effect: (i) the Belgian Offer; (ii) the Belgian Merger and (iii) any other step of the Transaction requiring AB InBev shareholder approval (the AB InBev Resolutions ). Does AB InBev s board of directors recommend voting in favor of the AB InBev Resolutions? Yes. On 22 August 2016, AB InBev s board of directors unanimously and unconditionally recommended that you vote in favor of the Transaction, including the Belgian Offer, the Belgian Merger and each of the transactions related thereto. What vote is needed to approve the AB InBev Resolutions? Approval of the acquisition of the Initial Shares of Newbelco pursuant to the Belgian Offer requires an affirmative vote of the holders of at least 75% of the outstanding share capital of AB InBev attending or represented at the AB InBev General Meeting. There is no quorum requirement to pass this resolution. Approval of the Belgian Merger requires an affirmative vote of at least 75% of the votes cast at the AB InBev General Meeting; provided, however, that a quorum of holders of at least 50% of the outstanding -10-

17 share capital of AB InBev is present or represented at the meeting. If there is no quorum, a second extraordinary general meeting may be convened. At the second meeting, the quorum requirement will not apply, but the approval of the Belgian Merger will still require approval by 75% of the votes cast at that meeting. AB InBev and SABMiller have received irrevocable undertakings from Stichting Anheuser-Busch InBev, EPS Participations S.à R.L. ( EPS Participations ) and BRC S.à R.L. ( BRC ) to vote in favor of the AB InBev Resolutions at the AB InBev General Meeting, which remain binding except in a limited number of circumstances as described in further detail elsewhere in this prospectus. These three shareholders and certain other entities acting in concert with them (as described under The Transaction Security Ownership of Certain Beneficial Owners and Management of AB InBev ) held, in aggregate, 52.72% of AB InBev s voting rights as of 30 June What is the record date for the AB InBev General Meeting? In accordance with Article 25 of the AB InBev articles of association, only holders of AB InBev ordinary shares who are registered either on AB InBev s register of registered shareholders or, for holders of dematerialized shares, through book-entry in the accounts of an authorized account holder or clearing organization at midnight Brussels time on the 14 th calendar day preceding the date of the AB InBev General Meeting shall be entitled to participate in the AB InBev General Meeting. The record date and time for the AB InBev General Meeting is currently expected to be midnight Brussels time on 14 September Where and when is the AB InBev General Meeting? AB InBev intends to hold the AB InBev General Meeting at 9:00 a.m. Brussels time on 28 September 2016, at the Diamant Center Brussels, Boulevard A. Reyers 80, 1030 Brussels, Belgium. May I attend the AB InBev General Meeting? If you are a holder of AB InBev ordinary shares at the record date and time for the AB InBev General Meeting (i.e., at midnight Brussels time on 14 September 2016), yes, you may attend the AB InBev General Meeting, provided that you comply with the formalities of admission set out in Article 25 of the AB InBev articles of association, which includes sending to AB InBev (or a person designated by AB InBev), on or before the sixth calendar day preceding the date of the AB InBev General Meeting: a notification of your intention to participate in the AB InBev General Meeting and the number of ordinary shares you intend to vote; if your ordinary shares are in dematerialized form, an original certificate issued by an authorized account holder or a clearing organization certifying the number of ordinary shares you owned on the record date for the AB InBev General Meeting; and if you wish to attend the AB InBev General Meeting by proxy, an executed proxy form. If you are a holder of AB InBev ADSs, no, you may not attend the AB InBev General Meeting unless, prior to the record date for the AB InBev General Meeting, you have surrendered your AB InBev ADSs at the depositary s corporate trust office in exchange for the AB InBev ordinary shares underlying your AB InBev ADSs in accordance with the procedures of the depositary and you have complied with the formalities of admission set out in Article 25 of the AB InBev articles of association. If you attend the AB InBev General Meeting in person, you must be able to provide evidence of your identity in order to be granted access to the AB InBev General Meeting. Representatives of legal entities must also provide evidence establishing their capacity as corporate representative or attorneysin-fact. -11-