Slide 1: Building the First Truly Global Brewer
Building the First Truly Global Brewer 30 August 2016
Slide 2: Legal Disclaimer
Legal Disclaimer NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION. This presentation (including any oral briefing and any question-and-answer in conn
Slide 3: Legal Disclaimer
Legal Disclaimer In addition, the forward-looking statements contained in this presentation also include statements relating to the Transaction, the related divestitures and the financing of the Transaction, including the expected effects of the Transaction on the Company and/or SABMiller and the ex
Slide 4: Agenda
Agenda Transaction Details 4 Creating the First Truly Global Brewer 11 Financial Highlights 21 Next Steps 25 Appendix 28 4
Slide 5: Milestones achieved since the 2.7 announcement
Milestones achieved since the 2.7 announcement 7/29/2016 China's Ministry of Commerce clearance received 11/11/2015 6/30/2016 5/13/2016 2.7 Announcement – Agreement on a South African AB InBev and Ambev agree 7/29/2016 recommended acquisition of SABMiller, clearance received to swap certain Ambev an
Slide 6: Transaction documents published on 26 August 2016
Transaction documents published on 26 August 2016 UK scheme document Terms and conditions of the UK Scheme, the recommendation of the Board of Directors of SABMiller and AB InBev and the actions to be taken by SABMiller shareholders Information relating to Newbelco, a description of the combin
Slide 7: Remaining steps to completion
Remaining steps to completion EXPECTED DATE EVENT AB InBev, SABMiller and Newbelco General Meetings 28 SEPTEMBER 2016 SABMiller UK Scheme Court Meeting 4 OCTOBER 2016 UK Scheme Court Sanction Hearing Delisting of SABMiller shares on the London Stock Exchange and the Johannesburg 5 OCTOBER 20
Slide 8: Transaction overview
Transaction overview The Boards of AB InBev and SABMiller agreed the terms of a recommended acquisition of SABMiller by AB InBev in November 2015 On 29 July 2016 the Board of SABMiller unanimously recommended the revised and final cash offer of £45.00 per SABMiller Share SABMiller shareholders
Slide 9: Key financial facts
Key financial facts Each SABMiller Shareholder will be entitled to receive £45.00 per SABMiller Share in cash representing: ─ a premium of approximately 53% to SABMiller’s closing share price of £29.34 on 14 September 2015 (a) CONSIDERATION ─ a premium of approximately 39% to SABMiller’s three-mon
Slide 10: Transaction structure and governance highlights
Transaction structure and governance highlights The SABMiller Shares will be acquired by Newbelco (a Belgian company formed for the purpose of this transaction) in exchange for the issue of Newbelco shares to SABMiller Shareholders STRUCTURE: AB InBev will acquire Newbelco shares of former SABMi
Slide 11: Agenda
Agenda Transaction Details 4 Creating the First Truly Global Brewer 11 Financial Highlights 21 Next Steps 25 Appendix 28 11
Slide 12: Compelling strategic rationale
Compelling strategic rationale Creates the first truly global brewer and one of the world’s leading consumer products companies Brings together a largely complementary geographic footprint with access to high-growth regions (e.g., Africa, Asia and Central & South America) Builds on SABMiller’s
Slide 13: Creates one of the world’s leading consumer products companies
Creates one of the world’s leading consumer products companies (US$ billions) $92 $69 $63 $59 $55 $44 $44 REVENUE(a) $30 $28 ~$12 ~$21 $18 $17 $17 EBITDA(a) $12 $12 (EXCLUDING $10 SYNERGIES) $6 $5 ~$4 Source: Company financial reports, FactSet, Unaudited Pro Forma Condensed Combined Financial Inform
Slide 14: Bringing together a largely complementary geographic footprint
Bringing together a largely complementary geographic footprint Primarily AB InBev Primarily SABMiller (excl. JVs and associates) Combined experience in developing global brands, AB InBev & SABMiller (excl. JVs and associates) national icons and local brands SABMiller JVs and associates Largely c
Slide 15: Newbelco – globally diversified company, with access to high growth regions
Newbelco – globally diversified company, with access to high growth regions AB INBEV STANDALONE NEWBELCO REVENUE REVENUE (a) Africa Asia Pacific 9% 13% North America(c) North America Asia Pacific 29% 37% 14% Europe 10% Europe 8% Mexico 7% Latin America(b) Mexico 30% 10% Latin America(b) 33% Source:
Slide 16: Africa will play a key role in the future growth of the business
Africa will play a key role in the future growth of the business We will build upon the strong history and success of SABMiller in Africa Africa as a continent holds great potential for the future growth of the business • Increasing GDPs, a growing middle class and expanding economic opportuniti
Slide 17: Strong portfolio of global, multi-country and local brands
Strong portfolio of global, multi-country and local brands Global Brands Multi-Country Brands Local Brands No alcohol and Near beer Soft drinks lower alcohol beer 17
Slide 18: Revenue growth will be driven by consistent commercial priorities
Revenue growth will be driven by consistent commercial priorities, tailored to local markets Growing our Premiumizing and Elevating Developing the global brands invigorating beer the core near beer segment Leveraging Creating excitement and Raising the perception Our near beer offerings the strength
Slide 19: Gaining from the experience, commitment and drive of the combined global talent pool
Gaining from the experience, commitment and drive of the combined global talent pool Leuven / Zug Woking Leuven New York St. Louis Shanghai Mexico City Bogotá Melbourne North America Global HQ / Middle Americas Europe Zone HQ Latin America North Global Functional Buenos Aires São Paulo Johannesburg
Slide 20: Bringing people together for a better world
Bringing people together for a better world Developing a bold Sustainability strategy for Newbelco to mitigate material risk, improve business performance and drive positive societal change across our supply chain and in our communities Water • Watershed Protection • Water Access Climate • Renewable
Slide 21: Agenda
Agenda Transaction Details 4 Creating the First Truly Global Brewer 11 Financial Highlights 21 Next Steps 25 Appendix 28 21
Slide 22: Overview of consolidated Pro Forma financials for the combined group, excluding synergies
Overview of consolidated Pro Forma financials for the combined group, excluding synergies ($ billions) NET REVENUE $14.9 $55.5 $43.6 ($3.0) AB InBev FY’15 Adj. SABMiller FY’16 Divestitures Adjustment Divestiture Pro Forma Combined Adjustments ADJUSTED EBITDA (a) $4.0 $0.9 $21.0 $16.8 ($0.7) (b) AB I
Slide 23: Continue to expect cost synergies of at least $1.4 billion
Continue to expect cost synergies of at least $1.4 billion Estimated incremental recurring run-rate pre-tax cost synergies of at least $1.4 billion(a) per annum assuming current FX, in addition to the $1.05 billion cost and efficiency savings identified by SABMiller(b) Of the $1.05 billion cost
Slide 24: Intended approach for achieving “best of both”
Intended approach for achieving “best of both” Focus going forward, until completion 1 2 3 Assess Potential of Identified Best Identify Best Practices Prepare for Post Completion Practices • Perform market visits • Assess potential value and • Interview management team for investment required combin
Slide 25: Agenda
Agenda Transaction Details 4 Creating the First Truly Global Brewer 11 Financial Highlights 21 Next Steps 25 Appendix 28 25
Slide 26: Remaining steps to completion
Remaining steps to completion EXPECTED DATE EVENT AB InBev, SABMiller and Newbelco General Meetings 28 SEPTEMBER 2016 SABMiller UK Scheme Court Meeting 4 OCTOBER 2016 UK Scheme Court Sanction Hearing Delisting of SABMiller shares on the London Stock Exchange and the Johannesburg 5 OCTOBER 20
Slide 27: Q&A
Q&A 27
Slide 28: Agenda
Agenda Transaction Details 4 Creating the First Truly Global Brewer 11 Financial Highlights 21 Next Steps 25 Appendix 28 28
Slide 29: Partial Share Alternative (“PSA”)
Partial Share Alternative (“PSA”) For each SABMiller Share, recipients of the PSA will receive 0.483969 Restricted Newbelco Shares and £4.6588 in cash(a) • The PSA is equivalent to a value of £50.93 per SABMiller Share as of 22 August 2016(b) before applying any discount for the unlisted nature of
Slide 30: Standalone corporate structures
Standalone corporate structures CURRENT AB InBev(a) SABMilller(c) AB InBev Control Free Float Altria BEVCO Free Float Group(b) 52.7% 47.3% 26.5% 13.9% 59.6% Source: AB InBev and SABMiller shareholding figures as of 22 August 2016. Figures have been rounded. (a) Excludes AB InBev shares held in treas
Slide 31: Post completion corporate structure
Post completion corporate structure POST TRANSACTION COMPLETION Pro Forma AB InBev Control Former SABMiller Free Float Group(a) Shareholders(b) 44.0% 16.5% 39.5% Newbelco Source: AB InBev and SABMiller shareholding figures as of 22 August 2016. (a) Shareholding as of 22 August 2016. Consists of Stic
Slide 32: Pro Forma combined adjusted Operating Profit
Pro Forma combined adjusted Operating Profit US$ millions AB InBev for the Adj. SABMiller for the fiscal year ended fiscal year ended Acquisition Divestitures Total Pro Forma 31 December 2015 31 March 2016 (a) Adjustments (b) Adjustments(c) Combined R evenue $43,604 $14,895 -- ($3,043) $55,456 C ost
Slide 33: Reconciliation of standalone Operating Profit to Pro Forma EBITDA, excluding synergies
Reconciliation of standalone Operating Profit to Pro Forma EBITDA, excluding synergies Pro Forma EBITDA is calculated on the basis of AB InBev’s normalized EBITDA plus SABMiller’s adjusted operating profit, after adding back depreciation and amortization, and after adjustments for transaction-rela
Slide 34: Transaction value overview
Transaction value overview The transaction values SABMiller’s entire issued and to be issued share capital at approximately £78 billion, consisting of: ─ £45 billion for the Cash Offer, ─ £3 billion for the cash portion of the PSA(a), and ─ £30 billion for the shares portion of the PSA(b) Offer pe
Slide 35: Net purchase consideration
Net purchase consideration (£ and US$ in billions) Excludes net proceeds from the announced divestitures of SABMiller’s assets in Central and Eastern Europe (Hungary, Romania, the Czech Republic, Slovakia and Poland) as well as SABMiller’s associate interest in Distell, which will be concluded aft
Slide 36: SABMiller combination – sources of financing
SABMiller combination – sources of financing We have been successful in pre-funding the SABMiller transaction: • 25 January 2016 issued $46.0bn bonds (~3.7% weighted average coupon / 14.2-year weighted average maturity) • 29 January 2016 issued $1.47bn Formosa bond (4.915% coupon / 30-year maturit