August 23, 2010
Solicitation of Consents Relating to the
$300,000,000 of 6.625% Guaranteed Notes due August 15, 2033 (the "Notes")
Rule 144A Note CUSIP No. 78572MAA3 / ISIN US78572MAA36
Regulation S Note CUSIP No. G77395AA2 / ISIN USG77395AA27
SABMiller plc on August 20, 2010 announced the commencement of a consent solicitation relating to the Notes as described in a solicitation statement (the "Solicitation Statement") issued to holders of the Notes on that day. The Company is seeking a consent to certain amendments and waivers in respect of the fiscal and paying agency agreement between the Company, MillerCoors LLC (the "US Guarantor") and The Bank of New York Mellon as Fiscal Agent as amended pursuant to which the Notes were issued and to the guarantee by the US Guarantor in relation thereto.
The purpose of the proposed consents is a) to release the US Guarantor of its guarantee of payment of principal of and interest on the Notes, b) amend both the cross acceleration threshold for present and future indebtedness, currently $20,000,000, and the threshold for events of defaults relating to a distress, attachment, execution or other legal process on the property of the Company, currently $50,000,000, to $125,000,000 and c) to consent to certain other procedural amendments. The consent solicitation will expire on September 9, 2010, unless it is withdrawn or extended prior to that date.
J.P. Morgan Securities Inc. 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 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.
J.P. Morgan Securities Inc.
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) 834-4802
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) 873-6300
+44 (0) 1483 264 000
Head of Funding Treasury Risk
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 will be available for inspection at the Document Viewing facility of the United Kingdom Financial Services Authority, 25 The North Colonnade, London E14 5HS, England.
About SABMiller plc
SABMiller is one of the world's largest brewers with brewing interests and distribution agreements across six continents. The group's wide portfolio of brands includes premium international beers such as Pilsner Urquell, Peroni Nastro Azzurro, Miller Genuine Draft and Grolsch, as well as leading local brands such as Aguila, Castle, Miller Lite, Snow and Tyskie. SABMiller is also one of the world's largest bottlers of Coca-Cola products.
In the year ended 31 March 2010, the group reported US$3,803 million in adjusted pre-tax profit and group revenue of US$26,350 million. SABMiller plc is listed on the London and Johannesburg stock exchanges.
This announcement is available on the company website and high resolution images are available for the media to view and download free of charge from the Image Library in the News and media section of www.sabmiller.com.