[PDF] [PDF] prospectus - HKEX :: HKEXnews

[PDF] Anheuser-Busch InBev SA/NV - AB InBev

5 mar 2019 · companies owned and/or controlled by Anheuser-Busch InBev SA/NV adversely affect the demand for our products and adversely affect the pioneering spirit of the Anheuser Co brewery, with origins in St Louis, U S A since 1852, and the donated over 1 4 million cans of emergency drinking water , 

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Located in St Louis, Missouri , Grant's Farm is a 273-acre established public Anheuser-Busch InBev Inc ; Judy Dungan, District Director for Senator Kit Bond; Michelle Sherod, operations, but in keeping with August A Busch's request that Other efforts included sponsorship of an essay contest for grade school children

[PDF] About Anheuser-Busch InBev

At Anheuser-Busch InBev, we constantly challenge ourselves to charitable donations, engage employees in Request an ID; and » of Missouri-St Louis

[PDF] Beer & A Better World Global Citizenship Report 2010

At Anheuser-Busch InBev, we take our commitment to being the Best Beer Company in a Better donate their time and energy to make our communities a better place To support our To be eƬective, our responsible drinking initiatives require a We hosted our 2010 class of global management trainees in St Louis for

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To facilitate the understanding of Anheuser-Busch InBev's underlying OƱcial Beer sponsorship for the 2018 Belgium dating back to 1366 and the pioneering spirit of the Anheuser Co brewery, with origins in St Louis, USA since 1852 Demand for AB InBev's products may be adversely affected by changes in 

[PDF] ANHEUSER-BUSCH INBEV SA/NV ANHEUSER-BUSCH

13 déc 2019 · "the Issuer" or "AB InBev" are to Anheuser-Busch InBev SA/NV; would likely adversely affect the demand for beer in St Louis, U S A since 1852, and the history of the South African Breweries with its origins in Johannesburg in Budweiser will continue this sponsorship for the 2022 FIFA World Cup™

[PDF] CORPORATE GOVERNANCE GUIDELINES ANHEUSER-BUSCH

The Board of Directors of Anheuser-Busch Companies, Inc (the “Company”) has Louis, Missouri 63118 Call meetings of the non-management directors year (whichever is greater) (for this purpose, donations made as a result of

[PDF] prospectus - HKEX :: HKEXnews

5 juil 2019 · You will not be permitted to submit your application under the White Form eIPO service through the designated We are Budweiser Brewing Company APAC Limited, part of the AB InBev Group Luis Felipe Pedreira Dutra locally activating AB InBev's sponsorship (through Budweiser) of the 2018

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If you are in any doubt about any of the contents of this prospectus, you should obtain independent professional advice.

Budweiser Brewing Company APAC Limited

(Incorporated in the Cayman Islands with limited liability)

GLOBAL OFFERING

Number of Offer Shares underthe Global Offering: 1,626,526,000 Shares (subject to theOver-allotment Option)Number of Hong Kong Offer Shares : 81,327,000 Shares (subject toreallocation)Number of International Offer Shares : 1,545,199,000 Shares (subject toreallocation and the Over-allotmentOption)Maximum Offer Price : HKD47.00 per Offer Share plusbrokerage of 1.0%, SFC transactionlevy of 0.0027% and StockExchange trading fee of 0.005%(payable in full on application inHong Kong dollars and subjectto refund)Nominal value : USD0.00001 per ShareStock Code : 1876

Joint Sponsors

Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers

Other Joint Bookrunners and Joint Lead Managers

Other Joint Lead Managers

Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited

take no responsibility for the contents of this prospectus, make no representation as to its accuracy or completeness and expressly disclaim

any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this prospectus.

A copy of this prospectus, having attached thereto the documents specified in "Appendix VI - Documents Delivered to the Registrar ofCompanies and Available for Inspection," has been registered by the Registrar of Companies in Hong Kong as required by Section 342C of theCompanies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong). The Securities and FuturesCommission and the Registrar of Companies in Hong Kong take no responsibility as to the contents of this prospectus or any other documentsreferred to above.

The Offer Price is expected to be determined by agreement between the Joint Representatives (for themselves and on behalf of theUnderwriters) and the Company on the Price Determination Date, which is expected to be on or about Friday, 12 July 2019 and, in any event,not later than Monday, 15 July 2019. The Offer Price will not be more than HKD47.00 per Offer Share and is expected to be not less thanHKD40.00 per Offer Share, unless otherwise announced.

The obligations of the Hong Kong Underwriters under the Hong Kong Underwriting Agreement to subscribe for, and to procure subscribers for, theHong Kong Offer Shares, are subject to termination by the Joint Representatives (for themselves and on behalf of the Underwriters) if certain eventsshall occur prior to 8:00 a.m. on the Listing Date. Such grounds are set out in the section headed "Underwriting" in this prospectus.

The Offer Shares have not been and will not be registered under the US Securities Act or any state securities law in the US and may not be

offered, sold, pledged or transferred within the US, except that Offer Shares may be offered, sold or delivered (a) in the US solely to qualified

institutional buyers in reliance on Rule 144A or another exemption from, or in a transaction not subject to, the registration requirements of the

US Securities Act or (b) outside the US in offshore transactions in reliance on Regulation S.

Prior to making an investment decision, prospective investors should consider carefully all of the information set out in this prospectus,including the risk factors set out in "Risk Factors." The obligations of the Hong Kong Underwriters under the Hong Kong UnderwritingAgreement are subject to termination by the Joint Representatives (on behalf of the Underwriters) if certain grounds arise prior to 8:00 a.m. onthe Listing Date. Such grounds are set out in "Underwriting."

IMPORTANT

5 July 2019

Hong Kong Public Offering commences and

WHITEandYELLOWApplication Forms

available from...............................9:00 a.m. on Friday, 5 July 2019

Latest time for completing electronic

applications under theWhite Form eIPO service through the designated website atwww.eipo.com.hk (2) ...................11:30 a.m. on Thursday, 11 July 2019

Application lists open

(3) ....................11:45 a.m. on Thursday, 11 July 2019

Latest time for (a) lodgingWHITEandYELLOW

Application Forms, (b) completing payment

forWhite Form eIPOapplications by effecting internet banking transfer(s) or

PPS payment transfer(s) and (c) giving

electronic application instructionsto HKSCC.........12:00 noon on Thursday,

11 July 2019

Application lists close

(3) ....................12:00 noon on Thursday, 11 July 2019 Expected Price Determination Date.........................Friday, 12 July 2019 (1) Announcement of the Offer Price, the level of indications of interest in the

International Offering, the level of applications

in the Hong Kong Public Offering and the basis of allocations of the Hong Kong Offer Shares to be published in the South China Morning Post (in English) and the Hong Kong Economic Times (in Chinese) on or before...........................Thursday, 18 July 2019 (2) Results of allocations in the Hong Kong

Public Offering to be available through a

variety of channels as described in "How to Apply for Hong Kong Offer Shares - Publication of Results" from.................Thursday, 18 July 2019 (3) Announcement containing (1) and (2) above to be published on the websites of the Company and the Stock Exchange atwww.budweiserapac.com andwww.hkexnews.hkfrom.......................Thursday, 18 July 2019 Results of allocations in the Hong Kong Public Offering will be available atwww.iporesults.com.hk (alternatively: Englishhttps://www.eipo.com.hk/en/Allotment; with a "search by ID" function from.....................Thursday, 18 July 2019 Dispatch of Share certificates and e-Refund payment instructions/refund cheques on or before (4)(5) .Thursday, 18 July 2019

Dealings in the Shares on the Stock Exchange

expected to commence at 9:00 a.m. on....................Friday, 19 July 2019

EXPECTED TIMETABLE

(1) -i-

Notes:

(1) All dates and times refer to Hong Kong dates and times. (2) You will not be permitted to submit your application under theWhite Form eIPOservice through the designated website atwww.eipo.com.hkafter 11:30 a.m. on the last day for submitting applications. If you have already submitted your application and obtained a payment reference number from the

designated website prior to 11:30 a.m., you will be permitted to continue the application process (by

completing payment of the application monies) until 12:00 noon on the last day for submitting applications, when the application lists close.

(3) If there is a "black" rainstorm warning signal or a tropical cyclone warning signal number 8 or above in

force in Hong Kong at any time between 9:00 a.m. and 12:00 noon on Thursday, 11 July 2019, the

application lists will not open and close on that day. See "How to Apply for Hong Kong Offer Shares."

(4) The Share certificates will only become valid at 8:00 a.m. on the Listing Date, which is expected to be

Friday, 19 July 2019, provided that the Global Offering has become unconditional in all respects at or

before that time. Investors who trade Shares on the basis of publicly available allocation details or prior

to the receipt of the Share certificates or prior to the Share certificates becoming valid do so entirely at

their own risk. (5) e-Refund payment instructions/refund cheques will be issued in respect of wholly or partially

unsuccessful applications and in respect of successful applications if the Offer Price is less than the

price payable on application. For details of the structure of the Global Offering, including its conditions, and the procedures for applications for Hong Kong Offer Shares, see "Structure of the Global Offering" and "How to Apply for Hong Kong Offer Shares," respectively. If the Global Offering does not become unconditional or is terminated in accordance with its terms, the Global Offering will not proceed. In such a case, the Company will make an announcement as soon as practicable thereafter.

EXPECTED TIMETABLE

(1) -ii-

IMPORTANT NOTICE TO INVESTORS

You should rely only on the information contained in this prospectus and the Application Forms to make your investment decision. The Hong Kong Public Offering is made solely on the basis of the information contained and the representations made in this prospectus. Neither the Company nor any of the Relevant Persons (as defined in this prospectus) has authorized anyone to provide you with any information or to make any representation that is different from what is contained in this prospectus. Any information or representation not made in this prospectus must not be relied on by you as having been authorized by the Company or any of the Relevant Persons. Page Expected Timetable................................................ i Contents......................................................... iii Summary......................................................... 1 Overview of the Global Offering..................................... 18 Responsibility Statement and Forward-Looking Statements............. 19 Risk Factors..................................................... 22 Directors and Parties Involved in the Global Offering................... 55 Corporate Information............................................. 60 History, Development and Reorganization............................ 62 Industry Overview................................................ 71 Business......................................................... 92 Financial Information.............................................. 140 Share Capital..................................................... 181 Substantial Shareholders........................................... 183 Relationship with AB InBev......................................... 187 Connected Transactions........................................... 198 Directors and Senior Management................................... 230 Future Plans and Use of Proceeds................................... 245 Waivers from Strict Compliance with the Listing Rules and Exemptions from Strict Compliance with the Companies (WUMP) Ordinance and the SFO........................................................ 247

CONTENTS

- iii - Underwriting...................................................... 260 Structure of the Global Offering..................................... 269 How to Apply for Hong Kong Offer Shares............................ 278 Appendix I - Accountant"s Report............................. I-1 Appendix II - Unaudited Pro Forma Financial Information.........II-1 Appendix III - Taxation and Regulatory Overview................III-1 Appendix IV - Summary of the Constitution of the Company and

Cayman Islands Companies Law.................IV-1

Appendix V - Statutory and General Information................. V-1 Appendix VI - Documents Delivered to the Registrar of Companies and Available for Inspection.....................VI-1 Appendix VII - Definitions and Glossary.........................VII-1

CONTENTS

-iv- This summary is intended to provide you with an overview of the information contained in this prospectus. As it is a summary, it does not contain all the information that may be important to you. You should read the whole prospectus before you decide whether to invest in the Offer Shares. Some of the particular risks of investing in the Offer Shares are set out in "Risk Factors" and you should read that section carefully before you decide to invest in the Offer Shares. We are Budweiser Brewing Company APAC Limited, part of the AB InBev Group. We are the largest beer company in Asia Pacific by retail sales value in 2018, according to GlobalData. We are also one of the most profitable Asia-based beer companies in terms of Normalized EBITDA in 2018. We produce, import, market, distribute and sell a portfolio of more than 50 beer brands, which we own or have licensed, including Budweiser, Stella Artois and Corona, our global brands, along with our multi-country brands and local brands, such as Hoegaarden, Cass, Great Northern, Harbin and

Victoria Bitter.

OUR PAN-ASIAN PLATFORM

Our pan-Asian platform is strategically positioned to serve the largest adult population in the world with favorable macroeconomic factors driving growth in consumption, including beer, and covers multiple beer markets within Asia Pacific. We consider China, Australia, South Korea, India and Vietnam to be our principal markets.

According to GlobalData, we hold:

€ the number one position by beer value in China, and the number one position in the fast growing premium and super premium categories collectively by beer value and beer volume in 2018; € the number one position by beer value and by beer volume in Australia in 2018; € the number one position by beer value and by beer volume in South Korea in 2018;
€ a top three position by beer value and by beer volume in India, and the number one position in the fast growing premium and super premium categories collectively by beer value and beer volume in 2018; and € a top three position in the premium and super premium beer categories collectively by beer value and by beer volume in Vietnam in 2018. We develop our markets using a market maturity model. This allows us to capture opportunities from different beer markets across different levels of maturity. Our platform presents a unique and diversified balance between high growth and margin expansion in our low and middle maturity beer markets, such as China, India and Vietnam, as well as the stability, substantial cash generation and profitability of our business in high maturity beer markets, such as Australia and South Korea. For each level of maturity, we are able to identify gaps by measuring performance of various KPIs against growth potential and proactively take advantage of expansion opportunities. In terms of segmenting our business, we operate through two geographic regions: Asia Pacific East (primarily Australia, Japan and South Korea) and Asia Pacific West (China, India, Vietnam and exports elsewhere in Asia Pacific), which are our two reportable segments for financial reporting purposes.

SUMMARY

-1- We have achieved growth in revenue and profitability in recent periods. In 2017 and

2018, our revenue was USD7,790 million and USD8,459 million, respectively,

representing organic growth of 6.1%. Our revenue per hectoliter saw organic growth of

3.9% from 2017 to 2018, mainly driven by the increasing shift in our portfolio towards

premium categories. In 2017 and 2018, our Normalized EBITDA was USD2,479 million and USD2,792 million, respectively, representing organic growth of 12.0%. Our net profit for 2017 and 2018 was USD1,077 million and USD1,409 million, respectively. For the three months ended 31 March 2018 and 2019, our revenue was USD2,032 million and USD1,993 million, respectively, which, after excluding the effects of currency translation, represents organic growth of 4.5%. Our revenue per hectoliter saw organic growth of 5.9% over the same periods, driven by our revenue management initiatives and brand mix, as we continued to implement our premiumization strategies. For the three months ended 31 March 2018 and 2019, our Normalized EBITDA was USD687 million and USD730 million, respectively, representing organic growth of 13.4%. Our net profit for the three months ended 31 March 2018 and 2019 was USD346 million and

USD351 million, respectively.

OUR BRANDS AND PRODUCTS

Our brands are the foundation and cornerstone of our relationship with consumers. On the basis of quality and price, we differentiate our beer into three categories of Premium and Super Premium brands, Core and Core+ brands and Value brands. Macroeconomic factors in Asia Pacific, such as growth in disposable income and urbanization, are leading a shift in consumer preferences toward more premium beer categories and higher priced beers. With a significant portion of our revenue contributed by our Premium and Super Premium category brands, we are well positioned to capture the premiumization and trading-up trends across Asia Pacific and particularly in China. Our consumer-focused and insight-driven approach has led us to develop several product innovations, which enable us to capitalize on evolving consumer preferences. For example, we successfully cultivated several new occasions for the enjoyment of our products, such as the in-home occasion for Budweiser and beach party occasion for Corona in China, the pre-meal beer occasion for Cass in South Korea and the non-alcohol beer occasion for Carlton Zero in Australia. Budweiser bottle packaging has also evolved in China over the past 20+ years, which has enabled us to create new occasions for the consumption of our products.

SUMMARY

-2- The chart below illustrates our three categories of beer as well as our key brands, including those we license from AB InBev, within each category. Super

Premium

Premium

Core+ Core Other countries Value

Note:Includes brands licensed from AB InBev

OUR OPERATIONS

We produce the majority of the beer we sell in our breweries. As of 31 March 2019, our operations comprised 62 breweries located across our principal markets. In addition, we have licenses to import more than 25 AB InBev brands for sale in Asia Pacific on an exclusive basis, such as Stella Artois from Belgium, Corona from Mexico, Beck"s from

Germany and other American and European brands.

Quality control is at the core of our business. We monitor the quality of every beverage we produce at each step of the production process, including by online real-time system monitoring and conducting extensive testing, to ensure that every beverage meets our Group-wide standards of quality.

OUR PRICING STRATEGY

In determining our pricing strategy, we take into account a variety of factors, such as the supply of and demand for our products, anticipated market trends, costs of raw materials and packaging materials, product costs, product categories, the distribution channel through which we are selling, retail prices of our competitors" products, spending patterns of target consumers, historical sales data and the expected profit margins for us and our distributors. We review and adjust our product prices periodically based on these factors and other general market conditions. Generally, we set recommended nationwide retail prices for our products, which are subject to adjustments reflecting the local competitive environment.

SUMMARY

-3-

OUR CUSTOMERS

Our customers include distributors, large retailers and certain other customers. We have cultivated a large B2B network where customers, such as distributors, place orders directly with us (and then on-sell them), in addition to our growing B2C network, where we engage with consumers directly. Our sales force organization of more than 10,000 employees and our distributors are our gateway to our consumers. The products we brew are sold to approximately 6,000 distributors across Asia Pacific.

OUR PEOPLE

Our greatest strength is our people. We dream big, and our culture of ownership drives us to achieve results. The culture of sharing best practices across our platform and between geographies is a key advantage of our geographic footprint and a core value that drives our operational excellence. We share the "Dream-People-Culture" principles together with our controlling shareholder, AB InBev. These principles are the foundation of our success and underpin our relentless efforts to continuously improve our performance. They inspire our more than 31,000 colleagues across the region to brew the highest quality products for our consumers and build a company to thrive for the next 100 years and beyond.

OUR COMMITMENT TO OUR COMMUNITIES

Our dream is to Bring People Together for a Better World. In all we do, we strive to ensure that we produce the highest-quality products, provide the best consumer experience and maximize shareholder value by building the strongest competitive and financial position. Through our reach, resources and energy, we aim to address the needs of our communities through: € Improving environmental and social sustainability - we do this by striving to use natural resources responsibly and preserve them for the future - we develop innovative programs across our supply chain to improve our sustainability performance with our business partners; € Promoting smart drinking - we want every experience with beer to be a positive one - our Smart Drinking Goals aim to contribute to the World Health Organization"s target of reducing the harmful use of alcohol by at least 10% in every country by 2025; € Increasing workplace safety - we are committed to doing everything possible to create a safe work environment - we have operational procedures and safety standards for our production process, including fire safety, warehouse safety, work-related injuries, electricity safety and emergency and evacuation procedures; and € Business ethics - our leaders set the tone for our company - we never take shortcuts - Integrity, hard work, quality and responsibility are essential to our growth.

SUMMARY

-4-

STRENGTHS

By combining scale, resources and energy with the needs of the communities we serve, we believe that our past success and our ability to capitalize on future growth opportunities are attributable to our following competitive strengths: € Regional champion with a pan-Asian platform that covers the full spectrum of beer markets € Broad portfolio of brands that enables growth through category expansion € Best positioned to capture premiumization and trading-up trends across Asia

Pacific

€ Marketing capabilities driven by consumer insights and product innovation € Exceptional routes to market that bring us closer to consumers € Leadership position and long-term commitment to China, Australia and South Korea € A culture that is focused on delivering results through operational excellence and financial discipline, ownership and long-term sustainability € A highly experienced senior management team with a focus on delivering consistently strong business results and building high quality teams € Mutually beneficial relationship with our controlling shareholder and strategic partner, AB InBev

For further details, see "Business - Strengths."

STRATEGY

To achieve our objectives and strengthen our leading positions, we intend to pursue a comprehensive strategy focused on the following themes: € Driving top line growth through our four main commercial strategies € Premiumize at scale - we will continue to leverage our brands to grow by exploring new ways of packaging and routes to market to target specific consumer trends € Differentiating the Core - we see significant potential to grow our brands in our Core and Core+ category € Growth via adjacencies - we will continue to create and identify new products by leveraging our core assets and resources to address evolving consumer needs € Commercial expansion - we have developed and will continue to deploy our commercial expansion model to address opportunities in new markets

SUMMARY

-5- • Business transformation enabled by technology

• Enhance reputation and license to operate

• Continue to maintain operational excellence and drive operational leverage

• Pursue regional M&A in Asia Pacific

• Continue to invest in our people pipeline

For further details, see "Business - Strategy."

RISK FACTORS

Our business is subject to numerous risks and there are risks relating to an investment in the Shares. As different investors may have different interpretations and criteria when determining the significance of a risk, you should read "Risk Factors"inits entirety before you decide to invest in the Shares. Some of the primary risks we face include the following: • Our business and results of operations are affected by changes in regional and global economic conditions and certain risks common to the beer industry. • We are exposed to political and regulatory risks associated with operating in highly regulated markets across Asia Pacific. • Competition and changing consumer preferences could lead to a reduction in our margins, increase costs and adversely affect our profitability. • We rely on the reputation of our brands, including brands licensed from AB InBev, and our marketing efforts may be restricted by regulations. • AB InBev, our controlling shareholder, is currently involved in many aspects of our business, including the licensing of intellectual property rights, the export and production of AB InBev products for sale in the Asia Pacific region, and the negotiation of global procurement and strategic services agreements, and we are subject to risks associated with AB InBev"s global business. • We have significant amounts of goodwill and intangible assets recorded on our balance sheet. An impairment of goodwill or other intangible assets would adversely affect our financial condition and results of operations. • We are subject to risks from our participation in certain Cash Pooling

Arrangements with the AB InBev Group.

RELATIONSHIP WITH AB INBEV, OUR CONTROLLING SHAREHOLDER AB InBev is our controlling shareholder. As a result of the Reorganization and Global Offering, our Company will become a separately listed entity. No regulatory or shareholder approvals are required by AB InBev in connection with the Global Offering. On the Listing Date, AB InBev will indirectly control approximately 84.48% of our Shares. Following Listing, AB InBev will focus on the production, export, distribution and sale of beer (both alcohol and non-alcohol), cider and alcohol malt-based beverages outside of the APAC Territories. See "Relationship with AB InBev" for further details.

SUMMARY

-6- The reasons for, and benefits of, the Listing of a minority stake in the Group include: (a) creating value for Shareholders by offering the opportunity to directly participate in one of the most attractive beer markets globally and exposure to the largest regional brewer with a strong track record of growth and industry-leading profitability, (b) greater flexibility for us to pursue regional M&A in Asia Pacific, (c) creating a leading regional FMCG company with a local identity and local stakeholders and an agile and adaptive organization with more localized decision making, and (d) enhancing our ability to attract and retain local talent.

Delineation of Business

In order to limit future competition between our Group and the AB InBev Group, the AB InBev Group and our Group have entered into the Deed of Non-competition, which provides that the AB InBev Group will not, except through our Group, carry on, engage in or make any investment in businesses relating to the manufacture, import, sale and/or distribution of beer (both alcohol and non-alcohol), cider and alcohol malt-basedquotesdbs_dbs17.pdfusesText_23