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British American Tobacco Announces Pricing of $2,400,000,000 Notes Offering
British American Tobacco p.l.c.
Incorporated in England and Wales
(Registration number: 03407696)
Short name: BATS
Share code: BTI
ISIN number: GB0002875804
("British American Tobacco p.l.c." or "the Company")
31 March 2020
British American Tobacco Announces Pricing of $2,400,000,000 Notes Offering
British American Tobacco p.l.c. (“BAT”) today announces that B.A.T Capital Corporation (the
“Issuer”), a wholly owned subsidiary of BAT, has priced an offering of $2,400,000,000 aggregate
principal amount of guaranteed debt securities, consisting of (1) $900,000,000 4.700% Notes due
2027; (2) $1,000,000,000 4.906% Notes due 2030; and (3) $500,000,000 5.282% Notes due 2050
(collectively, the “Notes”). The issuance is expected to close on 2 April 2020, subject to customary
closing conditions.
The Notes will be fully and unconditionally guaranteed on a senior and unsecured and joint and
several basis by BAT, B.A.T. Netherlands Finance B.V., B.A.T. International Finance p.l.c. and
Reynolds American Inc. (together, the “Guarantors”).
BAT intends to use the net proceeds of the offering of the Notes for general corporate purposes,
including the potential repayment of upcoming maturities.
Barclays Capital Inc., BofA Securities, Inc., Citigroup Global Markets Inc., Mizuho Securities USA LLC
and Santander Investment Securities Inc. are acting as joint book-running managers for the proposed
offering.
The offering of the Notes will be made under BAT’s existing effective shelf registration statement on
file with the Securities and Exchange Commission (the “SEC”), which is available online at
www.sec.gov. A preliminary prospectus supplement and accompanying prospectus describing the
terms of the offering and other information relating to the Issuer and the Guarantors have been filed
with the SEC. The shelf registration statement, the preliminary prospectus supplement and the
accompanying prospectus and the final prospectus supplement, when available, may be obtained,
free of charge, by contacting Barclays Capital Inc. toll-free at +1 888 603 5847, BofA Securities, Inc.
toll-free at +1 800 294 1322, Citigroup Global Markets Inc. toll-free at +1 800 831 9146, Mizuho
Securities USA LLC toll-free at +1 866 271 7403 or Santander Investment Securities Inc. toll-free at
+1 855 403 3636.
The preliminary prospectus supplement is also available at:
https://www.sec.gov/Archives/edgar/data/1275283/000119312520090193/d898468d424b2.htm
The shelf registration statement is also available at:
https://www.sec.gov/Archives/edgar/data/1275283/000119312520088868/d896714dposasr.htm
This communication shall not constitute an offer to sell nor a solicitation of an offer to buy the Notes.
This offering is being made only pursuant to the Form F-3 registration statement, the prospectus
supplement and the accompanying prospectus and only to such persons and in such jurisdictions as is
permitted under applicable law.
1
About British American Tobacco p.l.c.
British American Tobacco (BAT) is one of the world’s leading, multi-category consumer goods
companies, providing tobacco and nicotine products to millions of consumers around the world. It
employs over 53,000 people, with market leadership in over 50 countries and factories in 48. Its
Strategic Portfolio is made up of its global cigarette brands and a growing range of potentially
reduced-risk products. These include vapour, tobacco heating products, modern oral products
including tobacco-free nicotine pouches, as well as traditional oral products such as snus and moist
snuff. In 2019, BAT and its subsidiaries (the “BAT Group”) generated revenue of £25.9 billion and
profit from operations of £9 billion.
Forward-Looking Statements
This announcement contains certain forward-looking statements, including “forward-looking”
statements made within the meaning of Section 21E of the United States Securities Exchange Act of
1934. These statements are often, but not always, made through the use of words or phrases such as
“believe,” “anticipate,” “could,” “may,” “would,” “should,” “intend,” “plan,” “potential,” “predict,”
“will,” “expect,” “estimate,” “project,” “positioned,” “strategy,” “outlook”, “target” and similar
expressions. These include statements regarding our intentions, beliefs or current expectations
concerning, amongst other things, our results of operations, financial condition, liquidity, prospects,
growth, strategies and the economic and business circumstances occurring from time to time in the
countries and markets in which the BAT Group operates.
All such forward-looking statements involve estimates and assumptions that are subject to risks,
uncertainties and other factors that could cause actual future financial condition, performance and
results to differ materially from the plans, goals, expectations and results expressed in the
forward-looking statements and other financial and/or statistical data within this announcement.
Among the key factors that could cause actual results to differ materially from those projected in the
forward-looking statements are uncertainties related to the following: the impact of competition from
illicit trade; the impact of adverse domestic or international legislation and regulation; changes in
domestic or international tax laws and rates and the impact of an unfavourable ruling by a tax
authority in a disputed area; adverse litigation and dispute outcomes and the effect of such outcomes
on the Group’s financial condition; changes or differences in domestic or international economic or
political conditions (including as a result of COVID-19); adverse decisions by domestic or international
regulatory bodies; the impact of market size reduction and consumer down-trading; translational and
transactional foreign exchange rate exposure; the impact of serious injury, illness or death in the
workplace; the ability to maintain credit ratings and to fund the business under the current capital
structure; the inability to develop, commercialise and deliver the New Categories strategy; and
changes in the market position, businesses, financial condition, results of operations or prospects of
the Group.
It is believed that the expectations reflected in this announcement are reasonable but they may be
affected by a wide range of variables that could cause actual results to differ materially from those
currently anticipated. Past performance is no guide to future performance and persons needing advice
should consult an independent financial adviser. The forward-looking statements reflect knowledge
and information available at the date of preparation of this announcement and the Group undertakes
no obligation to update or revise these forward-looking statements, whether as a result of new
information, future events or otherwise. Readers are cautioned not to place undue reliance on such
forward-looking statements.
No statement in this communication is intended to be a profit forecast and no statement in this
communication should be interpreted to mean that earnings per share of BAT for the current or future
financial years would necessarily match or exceed the historical published earnings per share of BAT.
Additional information concerning these and other factors can be found in the Company’s filings with
the U.S. Securities and Exchange Commission (“SEC”), including the Annual Report on Form 20-F filed
on 26 March 2020 and Current Reports on Form 6-K, which may be obtained free of charge at the
SEC’s website, http://www.sec.gov, and the Company’s Annual Reports, which may be obtained free
of charge from the British American Tobacco website www.bat.com.
United Kingdom
The communication of the prospectus supplement and the accompanying prospectus and any other
documents or materials relating to the Notes is only being distributed to, and is only directed at,
persons outside the United Kingdom or in the United Kingdom that are qualified investors within the
meaning of Article 2 of the Prospectus Regulation (“qualified investors”) that also (i) have professional
experience in matters relating to investments falling within Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended, or the Order, (ii) who fall within
Article 49(2)(a) to (d) of the Order or (iii) to whom it may otherwise lawfully be communicated (all
such persons together being referred to as “relevant persons”). The Notes are only available to, and
any invitation, offer or agreement to purchase or otherwise acquire such Notes will be engaged in only
with, relevant persons.
European Economic Area and United Kingdom Retail Investors
The Notes are not intended to be offered, sold or otherwise made available to and should not be
offered, sold or otherwise made available to, any retail investor in the European Economic Area
(“EEA”) or the United Kingdom (“U.K.”). For these purposes, a retail investor means a person who is
one (or more) of: (1) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as
amended, “MiFID II”); or (2) a customer within the meaning of Directive (EU) 2016/97, where that
customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II;
or (3) not a qualified investor as defined in Regulation (EU) 2017/1129 (the “Prospectus Regulation”).
Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended,
the “PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail
investors in the EEA or in the UK has been prepared and therefore offering or selling the Notes or
otherwise making them available to any retail investor in the EEA or in the UK may be unlawful under
the PRIIPS Regulation.
Enquiries:
Investor Relations
Mike Nightingale/Victoria Buxton/William Houston/John Harney
+44 20 7845 1180/2012/1138/1263
Press Office
+44 (0) 20 7845 2888 (24 hours) | @BATPress
Sponsor: UBS South Africa (Pty) Ltd
Date: 31-03-2020 08:00:00
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