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Irrevocable Undertaking regarding proposed Souza Cruz offer
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")
Irrevocable Undertaking regarding proposed Souza Cruz offer
Following on from the recent announcement by Souza Cruz, British American Tobacco (BAT) confirms
that it has signed an irrevocable undertaking with Aberdeen Asset Management (Aberdeen) relating to its
proposed tender offer to acquire up to all of the 24.7% of Souza Cruz shares which are not currently
owned by BAT and to delist the company (the Offer).
Aberdeen is the largest shareholder in Souza Cruz after BAT and owns (both directly and through funds
managed or administered by Aberdeen) circa 4.5% of the total shares issued by Souza Cruz (which
represent approximately 18.3% of the Souza Cruz free float).
Under the terms of the irrevocable undertaking Aberdeen has agreed that if the Offer is launched at a
price of Rs 27.62 per share it will: (i) consent to the delisting of Souza Cruz; and (ii) sell all of its shares to
BAT as part of the Offer process. The price of Rs 27.62 would be reduced by the amount of any
dividends and interest on own capital declared by Souza Cruz in the period prior to the completion of the
Offer.
The review by the Comissão de Valores Mobiliários (CVM), the Brazilian regulator, of the form of notice of
the offer (Edital) and the related registration process of the Offer is ongoing and BAT is awaiting the
CVM’s approval. It is expected that BAT will be in a position to launch the Offer should it decide to do so
in September 2015.
ENQUIRIES
Press Office Investor Relations
Will Hill / Anna Vickerstaff Mike Nightingale / Rachael Brierley
+44 (0) 20 7845 2888 (24 hours) + 44 (0) 20 7845 1180 / 1519
Deutsche Bank UBS
Nigel Meek / James Ibbotson James Robertson / Alisher Dadakuziev
+44 (0) 20 7545 8000 + 44 (0) 20 7568 1000
NOTES TO EDITORS
BAT is a global tobacco Group with brands sold in more than 200 markets. It employs more than 57,000
people worldwide and has over 200 brands in its portfolio, with its cigarettes chosen by one in eight of the
world’s one billion smokers. BAT has leadership in more than 60 markets around the world. The Group
generated £4.5 billion profit from operations in 2014.
BAT is being advised by Deutsche Bank and UBS.
For further information:
www.bat.com
www.bat.com/annualreport
www.bat.com/sustainability
www.flickr.com/photos/welcometobat
www.youtube.com/welcometobat
Twitter: @BATPress
Disclaimers
Deutsche Bank AG is authorised under German Banking Law (competent authority: BaFIN - Federal Financial
Supervisory Authority). Deutsche Bank AG, London Branch is further authorised by the Prudential Regulation
Authority and is subject to limited regulation by the Financial Conduct Authority and Prudential Regulation Authority.
Deutsche Bank is acting for British American Tobacco and no one else in connection with the contents of this
Announcement and will not be responsible to anyone other than British American Tobacco for providing the
protections afforded to its clients or for providing advice in connection with the contents of this Announcement or any
matter referred to herein.
UBS Limited is authorised by the Prudential Regulation Authority and in the United Kingdom is regulated by the
Financial Conduct Authority and Prudential Regulation Authority. UBS Limited is acting for British American Tobacco
and no one else in connection with the contents of this Announcement and will not be responsible to anyone other
than British American Tobacco for providing the protections afforded to its clients or for providing advice in connection
with the contents of this Announcement or any matter referred to herein.
20 August 2015
Sponsor: UBS South Africa (Pty) Ltd
Date: 20/08/2015 02:10:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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