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Proposed Acquisition of Reynolds American Inc. approved by BAT shareholders
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")
19 July 2017
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO
OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF
THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
BRITISH AMERICAN TOBACCO P.L.C.
Proposed Acquisition of Reynolds American Inc. approved by BAT shareholders
British American Tobacco p.l.c. ("BAT" or the "Company") is pleased to announce that the
acquisition by a subsidiary of the Company, of the remaining 57.8% of Reynolds American Inc.
("Reynolds") not already held by the Company and its subsidiaries (the "Proposed Acquisition")
has been approved by BAT shareholders. Reynolds has also announced that its shareholders
have approved the Proposed Acquisition.
BAT’s Chief Executive, Nicandro Durante commented:
“We are delighted with the overwhelming support we have received, both from BAT shareholders
and from Reynolds shareholders. The transaction is expected to complete on or around 25 July.
We look forward to welcoming Reynolds group employees to British American Tobacco and to
realising the benefits of operating these two great companies as one stronger, global tobacco and
Next Generation Products business with direct access for our products across the most attractive
markets in the world.”
On the day of completion, BAT's American Depositary Shares will cease trading on the New York
Stock Exchange MKT and commence trading on the New York Stock Exchange under the existing
trading symbol "BTI".
The General Meeting of the Company was held at Hilton London Bankside, 2-8 Great Suffolk
Street, London SE1 0UG on 19 July 2017 at 2.00pm.
The resolution to approve the Proposed Acquisition and give the directors authority to allot BAT
ordinary shares in connection with the Proposed Acquisition (the "Resolution") was passed at the
Company's General Meeting.
The table below sets out the results of the poll on the Resolution. Each shareholder present in
person or by proxy was entitled to one vote per share.
Resolution 1
Approval of the Proposed Acquisition and authority for directors to allot shares in
connection with the Proposed Acquisition
For – Note (b) 1,456,354,848
Percent of Votes Cast 99.90%
Percent of Issued Share Capital 78.11%
Against 1,512,338
Percent of Votes Cast 0.10%
Percent of Issued Share Capital 0.08%
Total Votes Cast (Excl. Votes Withheld) 1,457,867,186
Percent of Issued Share Capital 78.19%
Votes Withheld – Note (c) 7,014,348
Notes:
(a) The total number of ordinary shares in issue (excluding treasury shares) at the close of
business on Tuesday 18 July 2017 was 1,864,471,454.
(b) Includes discretionary votes.
(c) A vote withheld is not a vote in law and is not counted in the calculation of the proportion of
votes 'For' or 'Against' a resolution.
In accordance with Listing Rule 9.6.2R, a copy of the Resolution has been submitted to the
National Storage Mechanism and will be available for inspection at
http://www.morningstar.co.uk/uk/nsm.
The voting figures will also shortly be available on the Company's website at www.bat.com.
ENQUIRIES
British American Tobacco Press Office
+44 (0) 20 7845 2888 (24 hours) | @BATPress
British American Tobacco Investor Relations
Mike Nightingale / Rachael Brierley / Sabina Marshman
+44 (0) 20 7845 1180 / 1519 / 1781
FTI Consulting (UK PR agency)
John Waples: +44 (0)20 3727 1515
Edward Bridges: +44 (0)20 3727 1067
David Waller: +44 (0)20 3727 1651
Sard Verbinnen & Co. (US PR agency)
US: George Sard / Jim Barron: +1 212 687 8080
UK: Elizabeth Smith: +44 (0)20 3178 8914
Centerview Partners
UK: Nick Reid / Hadleigh Beals: +44 (0)207 409 9700
US: Blair Effron: +1 212 380 2650
Deutsche Bank
UK: Nigel Meek / James Ibbotson
Matt Hall / Jimmy Bastock (Corporate Broking)
+44 (0)207 545 8000
US: James Stynes: +1 212 250 2500
UBS
John Woolland / James Robertson
David Roberts / Alia Malik (Corporate Broking)
+44 (0)207 568 1000
NOTES TO EDITORS
About BAT
BAT is a global tobacco group with brands sold in more than 200 markets. It employs more than
50,000 people worldwide and has over 200 brands in its portfolio, with its cigarettes chosen by
around one in eight of the world’s one billion smokers. BAT has market leading positions in at least
55 markets around the world. The Group generated £5 billion adjusted profit from operations in
2016.
Centerview Partners, Deutsche Bank and UBS are acting as financial advisers to BAT. Deutsche
Bank and UBS are joint corporate brokers to BAT and acting as joint sponsors to BAT in relation to
the transaction described in this announcement. Cravath, Swaine & Moore LLP and Herbert Smith
Freehills LLP are acting for BAT as US and UK legal counsel respectively. PwC are acting as
accountants and advisors to BAT on the transaction described in this announcement.
Centerview Partners UK LLP (“Centerview Partners”) is authorised and regulated by the Financial
Conduct Authority in the United Kingdom. Centerview Partners is acting exclusively for BAT and
no one else in connection with the transaction described in this announcement. Centerview
Partners will not regard any other person as its client in relation to the transaction described in this
announcement and will not be responsible to any person other than BAT for providing the
protections afforded to clients of Centerview Partners or for providing advice in relation to the
transaction described in this announcement or any other matter referred to herein.
Deutsche Bank AG is authorised under German Banking Law (competent authority: European
Central Bank) and, in the United Kingdom, by the Prudential Regulation Authority. It is subject to
supervision by the European Central Bank and by BaFin, Germany’s Federal Financial Supervisory
Authority, and is subject to limited regulation in the United Kingdom by the Prudential Regulation
Authority and Financial Conduct Authority. Details about the extent of its authorisation and
regulation by the Prudential Regulation Authority, and regulation by the Financial Conduct
Authority, are available on request or from www.db.com/en/content/eu_disclosures.htm.
Deutsche Bank AG, acting through its London branch (“DB London”), and Deutsche Bank
Securities Inc. (“DBSI” and with DB London, “DB”) are acting as joint financial adviser and DB
London is acting as joint corporate broker and joint sponsor to BAT. DB are acting exclusively for
BAT and no one else in connection with the transaction described in this announcement. DB will
not regard any other person as their client in relation to the transaction described in this
announcement and will not be responsible to any person other than BAT for providing the
protections afforded to clients of DB or for providing advice in relation to the transaction described
in this announcement or any other matter referred to herein.
UBS Limited is authorised by the Prudential Regulation Authority and regulated by the Financial
Conduct Authority and the Prudential Regulation Authority in the United Kingdom. UBS Limited is
acting exclusively for BAT and no one else in connection with the transaction described in this
announcement. UBS Limited will not regard any other person as its client in relation to the
transaction described in this announcement and will not be responsible to any person other than
BAT for providing the protections afforded to clients of UBS Limited or for providing advice in
relation to the transaction described in this announcement or any other matter referred to herein.
Apart from the responsibilities and liabilities, if any, which may be imposed on it by the Financial
Services and Markets Act 2000, none of Centerview Partners, DB or UBS Limited accepts any
responsibility whatsoever and makes no representation or warranty, express or implied, as to the
contents of this announcement, including its accuracy, fairness, sufficiency, completeness or
verification or for any other statement made or purported to be made by it, or on its behalf, in
connection with BAT or the transaction described in this announcement, and nothing in this
announcement is, or shall be relied upon as, a promise or representation in this respect, whether
as to the past or the future. Each of Centerview Partners, DB and UBS Limited accordingly
disclaims to the fullest extent permitted by law all and any responsibility and liability whether arising
in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of
this announcement.
For further information
A copy of this announcement will be made available, subject to certain jurisdiction restrictions, on
BAT's website at BATReynolds.transactionannouncement.com. For the avoidance of doubt, the
contents of this website is not incorporated into and does not form part of this announcement.
Overseas jurisdictions
The release, publication or distribution of this announcement in or into jurisdictions other than the
United States, the United Kingdom or South Africa may be restricted by law and therefore any
persons who are subject to the law of any jurisdiction other than the United States, the United
Kingdom or South Africa should inform themselves about, and observe, any applicable legal or
regulatory requirements. Any failure to comply with the applicable restrictions may constitute a
violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable
law, the companies and persons involved in the transaction disclaim any responsibility or liability for
the violation of such restrictions by any person.
Copies of this announcement and formal documentation relating to the transaction will not be and
must not be, mailed or otherwise forwarded, distributed or sent in, into or from any jurisdiction
outside of the United States, the United Kingdom and South Africa where such distribution,
publication, availability or use would be contrary to law or regulation or which would require any
registration or licensing within such jurisdiction. Doing so may render invalid any related purported
vote in respect of the transaction.
Forward looking statements
Certain statements in this communication that are not historical facts are “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” and similar
expressions. 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
communication. 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: whether
the conditions to the Proposed Acquisition will be satisfied and the Proposed Acquisition will be
completed on the anticipated timeframe, or at all; the failure to realize contemplated synergies and
other benefits from the Proposed Acquisition; the incurrence of significant costs and the availability
and cost of financing in connection with the Proposed Acquisition; the effect of the announcement
of the Proposed Acquisition, and related uncertainties as to whether the Proposed Acquisition will
be completed, on BAT’s, Reynolds’s or the combined company’s ability to retain customers, retain
and hire key personnel and maintain relationships with suppliers and on their operating results and
businesses generally; the ability to maintain credit ratings; changes in the tobacco industry and
stock market trading conditions; changes or differences in domestic or international economic or
political conditions; changes in tax laws and rates; the impact of adverse legislation and regulation;
the ability to develop, produce or market new alternative products profitably; the ability to effectively
implement strategic initiatives and actions taken to increase sales growth; the ability to enhance
cash generation and pay dividends; adverse litigation and dispute outcomes; and changes in the
market position, businesses, financial condition, results of operations or prospects of BAT,
Reynolds or the combined company.
Additional information concerning these and other factors can be found in BAT’s and Reynolds’s
filings with the U.S. Securities and Exchange Commission (“SEC”), including Reynolds’s most
recent Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on
Form 8-K and BAT’s registration statement on Form F-4, which was declared effective by the SEC
on June 14, 2017, and Current Reports on Form 6-K, which may be obtained free of charge at the
SEC’s website, http://www.sec.gov, and BAT’s Annual Reports, which may be obtained free of
charge from BAT’s website www.BAT.com. Readers are cautioned not to place undue reliance on
these forward-looking statements that speak only as of the date hereof and BAT undertakes no
obligation to update or revise publicly any forward-looking statements or other data or statements
contained within this communication, whether as a result of new information, future events or
otherwise.
Non-solicitation
This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction. No offer of securities shall be made
except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of
1933, as amended (the “Securities Act”), or pursuant to an exemption from the registration
requirement under Section 5 of the Securities Act.
This communication should not be construed as, investment advice and is not intended to form the
basis of any investment decision, nor does it form the basis of any contract for acquisition or
investment in any member of the BAT group, financial promotion or any offer, invitation or
recommendation in relation to any acquisition of, or investment in, any member of the BAT group.
If you are in any doubt about the contents of this announcement or the action you should take, you
are recommended to seek your own independent personal financial advice immediately from your
stockbroker, bank manager, solicitor, accountant, fund manager or other appropriate independent
financial adviser duly authorised under the UK Financial Services and Market Act 2000 (as
amended) if you are resident in the United Kingdom or, if not, from another appropriately
authorised independent financial adviser.
Sponsor: UBS South Africa (Pty) Ltd
Date: 19/07/2017 05:15:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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