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You are responsible for protecting against viruses and other destructive items. Your receipt of this electronic transmission is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature. San Miguel Food and Beverage, Inc. (incorporated in the Republic of the Philippines) 400,940,590 Common Shares with an over-allotment option of up to 60,141,090 Common Shares The Selling Shareholder identified in this Prospectus is offering 400,940,590 common shares (the “Firm Shares” with an over-allotment option of up to 60,141,090 common shares (the “Optional Shares”) (collectively the “Offer Shares”). We will not receive any proceeds from the sale of the Offer Shares by the Selling Shareholder. Our common shares are listed on The Philippine Stock Exchange Inc. (the “PSE”) under the symbol “FB.” On October 15, 2018, the closing price of common shares on the PSE was P90.50 per share. Offer Price: P85.00 per share The offering of the Offer Shares has not been registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) and are being offered and sold within the United States only to qualified institutional buyers (“QIBs”) in reliance on Rule 144A of the U.S. Securities Act and to persons outside the United States in reliance on Regulation S under the U.S. Securities Act. The Offer Shares are expected to be delivered to purchasers through the Philippine Depositary & Trust Corporation (the “PDTC”) against payment on or about November 12, 2018. Investing in the Offer Shares involves risks. See “Risk Factors” beginning on page 11. Joint Global Coordinators J.P. Morgan Morgan Stanley UBS Joint Bookrunners Deutsche Bank AG Goldman Sachs Local Lead Underwriters BDO Capital BPI Capital Financial Adviser Standard Chartered Bank THE PHILIPPINE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE AND SHOULD BE REPORTED IMMEDIATELY TO THE PHILIPPINE SECURITIES AND EXCHANGE COMMISSION. The date of this Prospectus is October 25, 2018 San Miguel Food and Beverage, Inc. 23/F The JMT Corporate Condominium ADB Avenue, Ortigas Center Pasig City 1605 Metro Manila Philippines Telephone Number: +63 2 317 5000 Corporate Website: https://www.smfb.com.ph This Prospectus relates to the offer and sale of 400,940,590 common shares (the “Firm Shares”) with an over- allotment option of up to 60,141,090 common shares (the “Optional Shares”) (collectively the Firm Shares and the Optional Shares are referred to as the “Offer Shares”), with par value of P1.00 per share, of San Miguel Food and Beverage, Inc., a corporation organized under Philippine law (“we”, “us”, “our” or, “SMFB”, the “Company”) as further described below. The Offer Shares are existing common shares offered by San Miguel Corporation (the “SMC” or the “Selling Shareholder”) pursuant to a secondary offer. The Firm Shares shall be offered at a price of P85.00 per Share (the “Offer Price”). The determination of the Offer Price is described on page 37 of this Prospectus and was based on a book-building process and discussion between us, J.P. Morgan Securities plc (“J.P. Morgan”), Morgan Stanley Asia (Singapore) Pte. (“Morgan Stanley”), and UBS AG, Singapore Branch (“UBS” and together with J.P. Morgan and Morgan Stanley, the “Joint Global Coordinators”), and Deutsche Bank AG, Hong Kong Branch (“Deutsche Bank”) and Goldman Sachs (Singapore) Pte (“Goldman Sachs”) and together with Deutsche Bank, the “Joint Bookrunners”), and BDO Capital & Investment Corporation (“BDO Capital”) and BPI Capital Corporation (“BPI Capital” and together with BDO Capital, the “Local Lead Underwriters”). A total of 5,909,220,090 common shares will be outstanding after the Offer (as defined below), assuming full exercise of the Over-allotment Option. The Offer Shares represent approximately 7.8% of our issued and outstanding capital stock after completion of the Offer. The Offer Shares are listed and traded on the Main Board of The Philippine Stock Exchange, Inc. (“PSE”) under the trading symbol “FB.” The Selling Shareholder has appointed UBS and its relevant affiliates to act as the stabilizing agent (the “Stabilizing Agent”). The Stabilizing Agent has an option exercisable in whole or in part for a period beginning on or after the Offer Shares are delivered in the PSE (the “Settlement Date”) is made and, if begun, may be ended at any time, but must end no later than 30 calendar days after the Settlement Date, to purchase up to an additional 60,141,090 common shares at the Offer Price from the Selling Shareholder, on the same terms and conditions as the Firm Shares as set forth in this Prospectus, solely to cover over-allotments, if any (the “Over- allotment Option”). The offer of the Offer Shares is referred to as the “Offer.” Assuming full exercise of the Over-allotment Option, the total proceeds and estimated net proceeds (after deducting fees and expenses payable by the Selling Shareholder) to be raised by the Selling Shareholder from the sale of the Offer Shares will be approximately P39,191.9 million and P38,368.2 million, respectively. We will not receive any proceeds from the sale of Shares by the Selling Shareholder. See “Use of Proceeds” beginning on page 31 of this Prospectus. The Joint Global Coordinators, Joint Bookrunners, and Local Lead Underwriters will receive a transaction fee from the Selling Shareholder (failing which, from the Company) based on a percentage of the gross proceeds from the sale of the Offer Shares. This is exclusive of the amounts to be paid to the other participating underwriters, if any, and selling agents, where applicable. For a more detailed discussion on the fees to be received by the Joint Global Coordinators, Joint Bookrunners, and Local Lead Underwriters see “Plan of Distribution” beginning on page 181 of this Prospectus. Dividends may be payable in cash, property or shares, subject to the requirements of applicable laws and regulations, and circumstances which restrict the payment of dividends. Our Board of Directors may declare dividends, but any stock dividends must be approved by shareholders holding at least two-thirds of our total outstanding capital stock. Our current dividend policy provides for an annual cash dividend payment of up to 60% of the prior year’s recurring net income to holders of common shares.