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Appointment of directors in connection with acquisition of Reynolds American Inc.
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")
21 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.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A
PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. INVESTORS SHOULD NOT
MAKE ANY INVESTMENT DECISION IN RELATION TO THE NEW BAT SHARES BASED ON
THIS ANNOUNCEMENT.
BRITISH AMERICAN TOBACCO P.L.C.
Appointment of directors in connection with acquisition of Reynolds American Inc.
British American Tobacco p.l.c. ("BAT" or the "Company") is pleased to announce today that
Lionel L. Nowell, III, Holly Keller Koeppel and Luc Jobin will join the Board of the Company as
independent Non-Executive Directors, subject to and with effect from closing of the proposed
acquisition of the remaining 57.8% of Reynolds American Inc. ("Reynolds") not already held by
BAT (the "Proposed Acquisition"). Under the merger agreement with Reynolds, it was agreed
that three of the non-BAT nominated Reynolds directors would be invited to join the BAT Board at
closing of the Proposed Acquisition.
Lionel L. Nowell, III has been the Lead Independent Director of the Board of Reynolds since
January 2017, having served as a director since 2007. He is a member of the Compensation and
Leadership Development Committee and the Corporate Governance and Nominating Committee.
He retired as Senior Vice President and Treasurer of PepsiCo in 2009, where he had held senior
financial executive roles since 1999. Prior to PepsiCo, Mr Nowell was Senior Vice President,
Strategy and Business Development at RJR Nabisco, Inc. from 1998 to 1999 and held a variety of
senior financial roles at the Pillsbury division of Diageo PLC from 1991 to 1998. Mr. Nowell is
currently a Non-Executive Director at HD Supply Holdings, American Electric Power Company, Inc
and Bank of America Corporation.
Holly Keller Koeppel has been an independent director on the Board of Reynolds since 2008. She
is Chair of the Regulatory, Sustainability and Public Policy Committee and a member of the Audit
and Finance Committee. Ms Keller Koeppel is a Senior Advisor to Corsair Capital LLC, where she
served as Managing Partner and Co-Head of Infrastructure from 2015 until her retirement in 2017.
From 2010 to 2015, she served as Co-Head of Citi Infrastructure Investors and prior to 2010 she
held financial and executive management roles with American Electric Power Company, Inc and
Consolidated Natural Gas Company. Ms Keller Koeppel currently holds Non-Executive Director
roles at Vesuvius and AES Corporation.
Luc Jobin has been an independent director on the Board of Reynolds since 2008. He is a
member of the Audit and Finance Committee. He is President and Chief Executive Officer of
Canadian National Railway Company, a position he has held since 2016, having served as
Executive Vice President and Chief Financial Officer since 2009. He was Executive Vice President
of Power Corporation of Canada from 2005 to 2009. Mr Jobin was Chief Executive Officer of
Imperial Tobacco Canada, a subsidiary of the Company, from 2003 to 2005 and Chief Financial
Officer from 2000 to 2003.
BAT Chairman Richard Burrows commented:
“I am very pleased to welcome Lionel Nowell, Holly Keller Koeppel and Luc Jobin to the Board of
BAT. Following closing, the Reynolds business will immediately become a key part of the BAT
Group. Each of these new directors brings to the Board complementary skills and valuable
experience of the US business environment and, in particular, the US tobacco sector.
We have been shareholders in Reynolds since 2004 and I would like to acknowledge the key role
played by all Directors of Reynolds in making Reynolds the success it is today.”
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
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: 21/07/2017 08:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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