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BRITISH AMERICAN TOBACCO PLC - Launch of BAT offer for Souza Cruz

Release Date: 10/09/2015 13:00
Code(s): BTI     PDF:  
Wrap Text
Launch of BAT offer for Souza Cruz

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")


For immediate release: Thursday 10 September 2015


                          Launch of BAT offer for Souza Cruz

British American Tobacco (BAT) confirms that its Brazilian controlled company British American
Tobacco Prestação de Serviços Ltda. has today, following approval of its offering documentation by
the Brazilian regulator, Comissão de Valores Mobiliários (CVM), launched a public 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).

The Offer for Souza Cruz is at a price per share of Rs 27.62, to be paid in cash, in Brazilian Reais,
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.

A price of Rs 27.62 per share, if adjusted for dividends and interest on own capital, is approximately
37.1% higher than the volume-weighted average of the BM&FBOVESPA closing price of Souza Cruz
shares over the three months prior to the closing price for Souza Cruz shares on the trading day
preceding the first announcement of BAT’s possible offer for Souza Cruz on 23 February 2015.

In accordance with the relevant Brazilian rules, N M Rothschild & Sons (Brasil) Ltda. (Rothschild) and
Banco de Investimentos Credit Suisse (Brasil) S.A. (Credit Suisse) were appointed as independent
evaluators and carried out separate independent valuations of Souza Cruz as part of the Offer
process. On a discounted cashflow basis the Rothschild report gave a value range of Rs 22.09 to Rs
24.54 per Souza Cruz share and the Credit Suisse report gave a value range of Rs 24.30 to Rs 26.72
per share.

As previously announced, BAT has signed an irrevocable undertaking with Aberdeen Asset
Management (Aberdeen) under which Aberdeen agreed in return for an offer being 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. Aberdeen is the largest shareholder in Souza Cruz after BAT and
owns (both directly and through funds managed or administered by Aberdeen) approximately 4.5% of
the total shares issued by Souza Cruz (which represent approximately 18.3% of the Souza Cruz free
float).

The Offer remains subject to the satisfaction of certain conditions precedent, including acceptance of
the Offer by two-thirds of the holders of free float shares that qualify for the auction. The auction
which is the point at which shareholders can accept the Offer has been set for 15 October 2015. The
terms and conditions of the Offer are described in further detail in the form of notice of the Offer
(Edital) which is available to view on the CVM's website.

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.


10 September 2015

Sponsor: UBS South Africa (Pty) Ltd

Date: 10/09/2015 01:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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