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British American Tobacco Announces Early Results of its Previously Announced Capped Debt Tender Offers
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")
PRESS RELEASE
British American Tobacco Announces Early Results of Its Previously Announced Capped Debt Tender
Offers and Increase of the 2027 BATIF Notes Sub-Cap and Pool Maximum Tender Amounts
London, United Kingdom; August 14, 2023 – British American Tobacco p.l.c. (“BAT”) announces today
the early results of the previously announced capped debt tender offers (the “Tender Offers”) to
purchase the debt securities listed in the table below (collectively, the “Securities”) by B.A.T Capital
Corporation, a corporation incorporated in the State of Delaware (“BATCAP”), Reynolds American Inc., a
corporation incorporated in the State of North Carolina (“RAI”) and B.A.T. International Finance p.l.c., a
public limited company incorporated under the laws of England and Wales (“BATIF” and, together with
BATCAP and RAI, the “Offerors”), wholly owned subsidiaries of BAT.
In addition, the Offerors are increasing the maximum combined Aggregate Purchase Price (excluding
accrued and unpaid interest) in the Tender Offers for all Offerors and all series of Securities within each
Pool to an amount that is sufficient to allow the Offerors to purchase (a) with respect to Pool 1, (x) the
entire principal amount of 2024 BATIF Notes and (y) $635 million principal amount of 3.222% 2024
BATCAP Notes, in each case validly tendered and not validly withdrawn prior to the Early Tender
Deadline (such amended amount, the “Pool 1 Maximum Tender Amount”), (b) with respect to Pool 2, (x)
the entire principal amount of 2025 BATIF Notes, (y) £150 million principal amount of 2025 BATCAP
Notes and (z) $468 million principal amount of RAI Notes, in each case validly tendered and not validly
withdrawn prior to the Early Tender Deadline (such amended amount, the “Pool 2 Maximum Tender
Amount”), (c) with respect to Pool 3, the entire principal amount of 2026 BATIF Notes validly tendered
and not validly withdrawn prior to the Early Tender Deadline (such amended amount, the “Pool 3
Maximum Tender Amount”) and (d) with respect to Pool 4, (x) $1,227 million principal amount of 2027
BATCAP Notes (such amended amount, the “2027 BATCAP Notes Sub-Cap”) and (y) €155 million
principal amount of 2027 BATIF Notes, in each case validly tendered and not validly withdrawn prior to
the Early Tender Deadline (such amended amount, the “Pool 4 Maximum Tender Amount”). Except as
provided above, the terms and conditions of the Tender Offers remain unchanged.
The purchase price for Dollar Securities, Sterling Securities and Euro Securities will be paid in U.S.
Dollars, Sterling and Euro, respectively. To determine whether the relevant Pool Maximum Tender
Amount has been reached, we will convert the applicable Aggregate Purchase Price payable with
respect to the Sterling Securities and Euro Securities validly tendered into U.S. Dollars using the
exchange rates of £1=$1.27035 and €1=$1.09620, respectively, as reported at 10:00 a.m., New York City
time, on August 11, 2023, on the Bloomberg screen page “BFIX” under the heading “GBPUSD” and
“EURUSD”, respectively.
As of 5:00 p.m., New York City time, on August 11, 2023 (the “Early Tender Deadline”), as reported by
Global Bondholder Services Corporation, the tender and information agent for the Tender Offers, the
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principal amounts of the Securities listed in the table below had been validly tendered and not validly
withdrawn.
Issuer of Principal Principal
Security / Title of Amount Amount Acceptance
Offeror Security CUSIP/ISIN Outstanding Tendered Sub-Cap Priority Level
Pool 1 Notes – Offers subject to the Pool 1 Maximum Tender Amount (as defined above)
BATIF 7.250% XS0352062995 £500,000,000 £271,118,000 N/A 1
Guaranteed
Notes due 2024
BATCAP 3.222% Notes 05526DAZ8/ $2,500,000,000 $1,512,038,000 N/A 2
due 2024 US05526DAZ87
BATCAP 2.789% Notes 05526DBG9/ $1,000,000,000 $535,316,000 N/A 3
due 2024 US05526DBG97
Pool 2 Notes – Offers subject to the Pool 2 Maximum Tender Amount (as defined above)
BATIF 3.950% Notes 05530QAK6/ $1,500,000,000 $497,867,000 $700,000,000 1
due 2025 US05530QAK67/
G08820CH6/
USG08820CH69
BATCAP 2.125% XS1664647499 £450,000,000 £177,541,000 £150,000,000 2
Guaranteed
Notes due 2025
RAI 4.450% Notes 761713BG0/ $2,500,000,000 $1,229,948,000 N/A 3
due 2025 US761713BG06
Pool 3 Notes – Offers subject to the Pool 3 Maximum Tender Amount (as defined above)
BATIF 4.000% XS0969309847 £650,000,000 £361,451,000 N/A 1
Guaranteed
Notes due 2026
BATCAP 3.215% Notes 05526DBJ3/ $1,000,000,000 $565,540,000 N/A 2
due 2026 US05526DBJ37
Pool 4 Notes – Offers subject to the Pool 4 Maximum Tender Amount (as defined above)
BATCAP 3.557% Notes 05526DBB0/ $3,500,000,000 $1,667,184,000 $1,227,000,000 1
due 2027 US05526DBB01
BATIF 1.250% XS1203859928 €800,000,000 €189,446,000 €155,000,000 2
Guaranteed
Notes due 2027
The amount of each series of Securities within each Pool that is purchased in the Tender Offers on any
Settlement Date will be determined in accordance with the acceptance priority levels specified in the
table above (the “Acceptance Priority Level”), with 1 being the highest Acceptance Priority Level in each
Pool and (i) 3 being the lowest Acceptance Priority Level in Pools 1 and 2 and (ii) 2 being the lowest
Acceptance Priority Level in Pools 3 and 4, subject to the relevant Pool Maximum Tender Amount and
any relevant Sub-Cap and as described in more detail in the Offer to Purchase and subject to the
increases detailed above.
The Total Consideration and Tender Offer Consideration for each series of Securities accepted for
purchase will be determined on August 14, 2023 at 10:00 a.m., New York City time. The Total
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Consideration and Tender Offer Consideration for each series of Securities, together with the aggregate
principal amount of validly tendered Securities of each series that is accepted for purchase and details of
any proration, will be announced by a separate release later on August 14, 2023.
The Tender Offers are being made upon and are subject to the terms and conditions set forth in the
Offer to Purchase, dated July 31, 2023 (as amended or supplemented from time to time, including by
this press release, the “Offer to Purchase”). The Tender Offers will expire at 5:00 p.m., New York City
time, on August 28, 2023, unless extended or earlier terminated (the “Expiration Date”). The
Withdrawal Deadline was 5:00 p.m., New York City time, on August 11, 2023; therefore, Securities that
have been tendered and not validly withdrawn, and Securities tendered after that date, may not be
withdrawn unless otherwise required by applicable law.
Each Offeror’s obligation to accept for payment and pay for the Securities validly tendered in the Tender
Offers is subject to the satisfaction or waiver of the conditions described in the Offer to Purchase.
Securities that are accepted in the Tender Offers will be purchased by the applicable Offeror and retired
and canceled and will no longer remain outstanding obligations of the applicable Offeror.
All capitalized terms which are used but not defined in this announcement shall have the meanings
ascribed to them in the Offer to Purchase.
Deutsche Bank Securities Inc., Deutsche Bank AG, London Branch, Goldman Sachs & Co. LLC and Merrill
Lynch International are acting as Dealer Managers in connection with the Tender Offers. The
information and tender agent is Global Bondholder Services Corporation. Copies of the Offers to
Purchase and related offering materials are available via the Tender Offers website at http://gbsc-
usa.com/bat/ or by contacting the information and tender agent in New York at +1 (212) 430-3774
(banks and brokers) or +1 (855) 654-2015 (all others) or by email at contact@gbsc-usa.com. Questions
regarding the Tender Offers should be directed to Deutsche Bank Securities Inc. at +1 (866) 627-0391
(U.S. Toll Free), Deutsche Bank AG, London Branch at +44 20 7545 8011, Goldman Sachs & Co. LLC at +44
207 774 4836 (Europe) or +1 (800) 828-3182 (U.S. Toll Free) or Merrill Lynch International at +44 207
996 5420 (Europe) or +1 (888) 292-0070 (U.S. Toll Free) or by email at DG.LM-EMEA@bofa.com.
This announcement is for informational purposed only and shall not constitute an offer to sell, a
solicitation to buy or an offer to purchase or sell any securities. The Tender Offers are being made only
pursuant to the Offer to Purchase and only in such jurisdictions as is permitted under applicable law.
Please see the Offer to Purchase for certain important information on offer restrictions applicable to the
Tender Offers.
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Forward-Looking Statements
Statements included in this announcement and the Offer to Purchase regarding the future expectations
of BAT and its subsidiaries (the “BAT Group”), beliefs, plans, objectives, financial conditions,
assumptions or future events or performance that are not historical facts are forward-looking
statements, including “forward-looking” statements made within the meaning of the U.S. Private
Securities Litigation. 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 the BAT Group’s intentions, beliefs or current
expectations concerning, amongst other things, the BAT Group’s 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. 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 and performance
to differ materially from those currently anticipated. 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; the inability to develop, commercialise and deliver the BAT
Group’s New Categories strategy; adverse litigation and dispute outcomes and the effect of such
outcomes on the BAT Group’s financial condition; the impact of significant increases or structural
changes in tobacco, nicotine and New Categories related taxes; translational and transactional foreign
exchange rate exposure; changes or differences in domestic or international economic or political
conditions; the ability to maintain credit ratings and to fund the business under the current capital
structure; the impact of serious injury, illness or death in the workplace; adverse decisions by domestic
or international regulatory bodies; changes in the market position, businesses, financial condition,
results of operations or prospects of the BAT Group; direct and indirect adverse impacts associated with
Climate Change and the move towards a Circular Economy; and Cyber Security caused by the
heightened cyber-threat landscape, the increased digital interactions with consumers and changes to
regulation; and risks related to other factors discussed or incorporated by reference in the Offer to
Purchase, including in the section captioned “Risks and uncertainties” in the 2023 Half-Year Report and
the sections captioned “Group Principal Risks” and “Group Risk Factors” in the 2022 Form 20-F.
Past performance is no guide to future performance and persons needing advice should consult an
independent financial adviser. The forward-looking statements in this announcement reflect knowledge
and information available at the date of the document and the BAT 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. All subsequent written or oral forward-looking statements attributable to BAT or any
person acting on its behalf are expressly qualified in their entirety by the cautionary statements
contained or referred to in this section of the announcement.
United Kingdom
The communication of this announcement, the Offer to Purchase by the Offerors and any other
documents or materials relating to the Tender Offers is not being made, and such documents and/or
materials have not been approved, by an authorized person for the purposes of section 21 of the
Financial Services and Markets Act 2000 (the “FSMA”). Accordingly, such documents and/or materials
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are not being distributed to, and must not be passed on to, the general public in the United Kingdom.
The communication of such documents and/or materials is exempt from the restriction on financial
promotions under section 21 of the FSMA on the basis that it is only directed at and may be
communicated to (1) those persons who are existing members or creditors of the Offerors or other
persons within Article 43 of the Financial Services and Markets Act 2000 (Financial Promotion) Order
2005, and (2) any other persons to whom these documents and/or materials may lawfully be
communicated.
Belgium
The Tender Offers do not constitute a public offering within the meaning of Articles 3, §1, 1° and 6, §1,
of the Belgian Takeover Law. The Tender Offers are exclusively conducted under applicable private
placement exemptions and has therefore not been, and will not be, notified to, and neither this Offer to
Purchase nor any other document or material relating to the Tender Offers have been, or will be,
approved by the Belgian Financial Services and Markets Authority (Autorité des Services et Marchés
Financiers /Autoriteit voor Financiële Diensten en Markten). Accordingly, the Tender Offers, this Offer to
Purchase, any memorandum, information circular, brochure or any similar documents relating to the
Tender Offers may not be advertised, offered or distributed, directly or indirectly, to any person located
and/or resident in Belgium other than to persons who qualify as “Qualified Investors” in the meaning of
Article 2(e) of the Prospectus Regulation, as referred to in Article 6, §3 of the Belgian Takeover Law, and
who is acting for its own account, or in other circumstances which do not constitute a public offering in
Belgium pursuant to the Belgian Takeover Law. This Offer to Purchase has been issued only for the
personal use of the above Qualified Investors and exclusively for the purpose of the Tender Offers.
Accordingly, the information contained herein may not be used for any other purpose or disclosed to
any other person in Belgium.
France
The Tender Offers are not being made, directly or indirectly, to the public in France. Neither this Offer to
Purchase nor any other documents or offering materials relating to the Tender Offers, has been or shall
be distributed to the public in France and only (i) qualified investors (investisseurs qualifiés) acting for
their own account, other than individuals, and/or (ii) legal entities whose total assets exceed €5 million,
or whose annual turnover exceeds €5 million, or whose managed assets exceed €5 million or whose
average annual headcount exceeds 50, acting for their own account, all as defined in, and in accordance
with, Article 2(e) of the Prospectus Regulation and Articles L.341-2, L.411-2, D.341-1 and D.411-1 of the
French Code monétaire et financier, are eligible to participate in the Tender Offers. This Offer to
Purchase has not been submitted to the clearance procedures (visa) of the Autorité des marchés
financiers.
Italy
None of the Tender Offers, this Offer to Purchase or any other documents or materials relating to the
Tender Offers has been or will be submitted to the clearance procedure of the CONSOB, pursuant to
applicable Italian laws and regulations.
The Tender Offers are being carried out in Italy as exempted offers pursuant to article 101-bis,
paragraph 3-bis of the Financial Services Act and article 35-bis, paragraph 4 of CONSOB Regulation No.
11971 of May 14, 1999, as amended. Holders or beneficial owners of the Securities that are a resident of
and/or located in Italy can tender the Securities for purchase through authorized persons (such as
investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in
accordance with the Financial Services Act, CONSOB Regulation No. 20307 of February 15, 2018, as
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amended, and Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance with
applicable laws and regulations and with any requirements imposed by CONSOB or any other Italian
authority.
Each intermediary must comply with the applicable laws and regulations concerning information duties
vis-à-vis its clients in connection with the Securities or the Tender Offers.
Enquiries:
British American Tobacco Media Centre
+44 (0) 20 7845 2888 (24 hours) | @BATPlc
Investor Relations
Victoria Buxton/Amy Chamberlain/John Harney/Jane Henderson
+44 20 7845 2012/1124/1263/1117
Sponsor: Merrill Lynch South Africa (Pty) Ltd t/a BofA Securities
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Date: 14-08-2023 12:33:00
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