Altria determined that selling its investment in ABI at this time
would not maximize long-term shareholder value; therefore, Altria
currently plans to maintain its ABI investment. Altria continues to
have confidence in ABI’s (i) long-term strategies;
(ii) premium global brands; (iii) experienced management
team; and (iv) capability to successfully navigate near-term
challenges.
Altria will continue to monitor and evaluate market conditions and
the analytical factors described above on a regular basis, in
accordance with its goal of maximizing the long-term shareholder
value of this investment.”
Item 5. |
Interest in Securities of the Issuer
|
Item 5 of the Schedule 13D is hereby amended and restated as
follows:
Altria is the beneficial owner of, and has sole dispositive power
and shared voting power with respect to, 12,341,937 Ordinary Shares
and 185,115,417 Restricted Shares, which are convertible into
Ordinary Shares at Altria’s option. The Voting Shares described in
the preceding sentence represent approximately 10% of the
1,979,768,075 Voting Shares (including 283,661,361 Restricted
Shares) issued and outstanding as of October 28, 2021, and
approximately 10% of the Ordinary Shares deemed to be outstanding
based upon the calculation set forth in the third paragraph of this
Item 5.
Altria may also be deemed to have shared voting power with respect
to an additional 930,716,479 Voting Shares, consisting of
96,862,718 Restricted Shares held by Bevco Lux S.à.r.l, formerly
known as BEVCO Ltd. (“BEVCO”), 6,000,000 Ordinary Shares
held by BEVCO and 827,853,761 Ordinary Shares held by Stichting
Anheuser-Busch InBev (the “Stichting”) and certain of its
affiliates, by virtue of a voting and support agreement (the
“Voting Agreement”) among Altria, BEVCO and the Stichting
described in more detail in Item 6 of the Schedule 13D.
Accordingly, Altria may be deemed to have aggregate beneficial
ownership of 57.0% of the Ordinary Shares deemed to be outstanding
based upon the calculation set forth in the following
paragraph.
The percentages of Ordinary Shares outstanding specified above are
based on a total of 1,978,084,849 Ordinary Shares deemed
outstanding as of October 28, 2021, which is calculated based
upon the sum (i) 1,696,106,714 Ordinary Shares issued and
outstanding as of such date and (ii) 281,978,135 Ordinary Shares
issuable upon the conversion of Restricted Shares over which Altria
may be deemed to have shared voting power by virtue of the Voting
Agreement, which includes all Restricted Shares owned by Altria and
BEVCO, and no Restricted Shares owned by other holders.
To the knowledge of Altria, except as set forth on Schedule A
attached hereto, none of the persons identified on Schedule A
beneficially owns any shares of the Issuer.
Neither Altria nor, to the knowledge of Altria, any person
identified on Schedule A to this Schedule 13D has effected any
transaction in the Voting Shares of the Issuer during the past 60
days.
No person other than Altria has the right to receive or the power
to direct the receipt of dividends from, or the proceeds of the
sale of, any of the Voting Shares with respect to which Altria is
reporting sole dispositive power in this Schedule 13D. Altria has
no power to receive or direct the receipt of dividends from, or the
proceeds of the sale of, any of the Voting Shares held by BEVCO or
the Stichting or its affiliates.
Item 6. |
Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
|
The information set forth under the captions “Terms of the
Restricted Shares” and “Voting Agreement” within Item 6 of the
Schedule 13D is hereby amended and restated as follows: