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Registered Exchange 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")
PRESS RELEASE
British American Tobacco Announces Registered Exchange Offer for 2.297% Notes due
2020, 2.764% Notes due 2022, 3.222% Notes due 2024, 3.557% Notes due 2027, 4.390%
Notes due 2037, 4.540% Notes due 2047, Floating Rate Notes due 2020 and Floating Rate
Notes due 2022
London, United Kingdom; 22 October 2018 – British American Tobacco p.l.c. (BAT) today announces
an offer by B.A.T Capital Corporation (the "Issuer"), a wholly owned subsidiary of BAT, to exchange
(1) new 2.297% Notes due 2020 (the “2.297% Exchange Notes”), which are registered under the
Securities Act of 1933, as amended (the “Securities Act”), for any of its unregistered outstanding
2.297% Notes due 2020 (the “Unregistered 2.297% Notes”); (2) new 2.764% Notes due 2022 (the
“2.764% Exchange Notes”), which are registered under the Securities Act, for any of its unregistered
outstanding 2.764% Notes due 2022 (the “Unregistered 2.764% Notes”); (3) new 3.222% Notes due
2024 (the “3.222% Exchange Notes”), which are registered under the Securities Act, for any of its
unregistered outstanding 3.222% Notes due 2024 (the “Unregistered 3.222% Notes”); (4) new
3.557% Notes due 2027 (the “3.557% Exchange Notes”), which are registered under the Securities
Act, for any of its unregistered outstanding 3.557% Notes due 2027 (the “Unregistered 3.557%
Notes”); (5) new 4.390% Notes due 2037 (the “4.390% Exchange Notes”), which are registered
under the Securities Act, for any of its unregistered outstanding 4.390% Notes due 2037 (the
“Unregistered 4.390% Notes”); (6) new 4.540% Notes due 2047 (the “4.540% Exchange Notes”),
which are registered under the Securities Act, for any of its unregistered outstanding 4.540% Notes
due 2047 (the “Unregistered 4.540% Notes”); (7) new Floating Rate Notes due 2020 (the “2020
Floating Rate Exchange Notes”), which are registered under the Securities Act, for any of its
unregistered outstanding Floating Rate Notes due 2020 (the “Unregistered 2020 Floating Rate
Notes”); and (8) new Floating Rate Notes due 2022 (the “2022 Floating Rate Exchange Notes”, and
together with the 2.297% Exchange Notes, the 2.764% Exchange Notes, the 3.222% Exchange
Notes, the 3.557% Exchange Notes, the 4.390% Exchange Notes, the 4.540% Exchange Notes and
the 2020 Floating Rate Exchange Notes, the “Exchange Notes”), which are registered under the
Securities Act, for any of its unregistered outstanding Floating Rate Notes due 2022 (the
“Unregistered 2022 Floating Rate Notes”, and together with the Unregistered 2.297% Notes, the
Unregistered 2.764% Notes, the Unregistered 3.222% Notes, the Unregistered 3.557% Notes, the
Unregistered 4.390% Notes, the Unregistered 4.540% Notes and the Unregistered 2020 Floating Rate
Notes, the “Unregistered Notes”) (collectively, the "Exchange Offer").
The Exchange Offer will expire at 5:00 p.m., New York City time, on 20 November 2018, subject to the
Issuer’s right to extend the expiration date for the Exchange Offer. Unregistered Notes that are
tendered may be withdrawn at any time prior to the expiration date. The terms of the Exchange Notes
are substantially identical to the terms of the corresponding series of the Unregistered Notes, except
that the Exchange Notes are registered under the Securities Act and the transfer restrictions,
registration rights and payment of additional interest in case of non-registration applicable to the
Unregistered Notes do not apply to the Exchange Notes. The Unregistered Notes and the Exchange
Notes are guaranteed by BAT, British American Tobacco Holdings (The Netherlands) B.V., B.A.T.
Netherlands Finance B.V., B.A.T. International Finance p.l.c. and Reynolds American Inc. (together,
the “Guarantors”).
The terms of the Exchange Offer and other information relating to the Issuer and the Guarantors are
set forth in the prospectus dated 22 October 2018 (the "Prospectus") and the related letter of
transmittal. Holders of the Unregistered Notes may obtain the Prospectus and related letter of
transmittal through Citibank, N.A., London Branch, which is serving as the exchange agent (the
“Exchange Agent”) in connection with the Exchange Offer. The Exchange Agent’s address, telephone
number and facsimile number are as follows:
Citibank, N.A., London Branch, as Exchange Agent
Citigroup Centre
Canada Square
Canary Wharf
London E14 5LB
United Kingdom
Telephone: +44 (0)20 7508 3867
Email: Citiexchanges@citi.com
The Prospectus is also available at:
https://www.sec.gov/Archives/edgar/data/1275283/000119312518303734/d638731d424b3.htm
About British American Tobacco p.l.c.
British American Tobacco (BAT) is one of the world’s leading, multi-category consumer goods
companies, that provides tobacco and nicotine products to millions of consumers around the world. It
employs over 55,000 people, with market leadership in over 55 countries and factories in 42. Its
Strategic Portfolio is made up of its global cigarette brands and an increasing range of potentially
reduced-risk products, comprising vapour and tobacco heating products, as well as oral tobacco and
nicotine products such as moist snuff and snus.
In 2017 the Group generated reported revenue of £20 billion and profit from operations of £6.5 billion.
In July 2017, British American Tobacco p.l.c. acquired the remaining 57.8% of Reynolds American
Inc. that BAT did not already own, creating a stronger, global tobacco and nicotine company.
Forward-Looking Statements
This announcement contains certain forward-looking statements, including “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”, “target” and similar
expressions. These include statements regarding our intentions, beliefs or current expectations
concerning, amongst other things, our results of operations, financial condition, liquidity, prospects,
growth, strategies and the economic and business circumstances of and relating to British American
Tobacco p.l.c. and its subsidiaries (together, the “Group”) occurring from time to time in the countries
and markets in which the Group operates.
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 announcement.
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; changes in
domestic or international tax laws and rates; adverse litigation and dispute outcomes and the effect
of such outcomes on the Group’s financial condition; changes or differences in domestic or
international economic or political conditions; adverse decisions by domestic or international
regulatory bodies; the impact of market size reduction and consumer down-trading; translational and
transactional foreign exchange rate exposure; the impact of serious injury, illness or death in the
workplace; the ability to maintain credit ratings and to fund the business under the current capital
structure; the inability to lead the development and roll-out of BAT innovations (NGP and
Combustible); and changes in the market position, businesses, financial condition, results of
operations or prospects of the Group.
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 to differ materially from those
currently anticipated. Past performance is no guide to future performance and persons needing advice
should consult an independent financial adviser. The forward-looking statements reflect knowledge
and information available at the date of preparation of this announcement and the 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.
No statement in this communication is intended to be a profit forecast and no statement in this
communication should be interpreted to mean that earnings per share of BAT for the current or future
financial years would necessarily match or exceed the historical published earnings per share of BAT.
Additional information concerning these and other factors can be found in the Company’s filings with
the U.S. Securities and Exchange Commission (“SEC”), including the Annual Report on Form 20-F filed
on 15 March 2018 and Current Reports on Form 6-K, which may be obtained free of charge at the
SEC’s website, http://www.sec.gov, and the Company’s Annual Reports, which may be obtained free
of charge from the British American Tobacco website www.bat.com.
Non-Solicitation
This communication shall not constitute an offer to exchange nor a solicitation of an offer to exchange
the Unregistered Notes. The Exchange Offer is being made only pursuant to the Prospectus and the
related letter of transmittal and only to such persons and in such jurisdictions as is permitted under
applicable law.
United Kingdom
The communication of the Prospectus and any other documents or materials relating to the Exchange
Offer 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 U.K. Financial Services and Markets Act 2000
(“FSMA”). Accordingly, such documents and/or materials 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 Group 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.
European Economic Area Retail Investors
The Exchange Offer is not being made available to, and the Exchange Notes are not intended to be
offered, sold or otherwise made available to and should not be offered, sold or otherwise made
available to, any retail investor in the European Economic Area (“EEA”). For these purposes, a retail
investor means a person who is one (or more) of: (1) a retail client as defined in point (11) of Article
4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or (2) a customer within the meaning of
Directive 2002/92/EC (as amended), where that customer would not qualify as a professional client as
defined in point (10) of Article 4(1) of MiFID II; or (3) not a qualified investor as defined in Directive
2003/71/EC (as amended, the “Prospectus Directive”). Consequently no key information document
required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or
selling the Exchange Notes or otherwise making them available to retail investors in the EEA has been
prepared and therefore offering or selling the Exchange Notes or otherwise making them available to
any retail investor in the EEA may be unlawful under the PRIIPS Regulation.
By tendering any Unregistered Notes, each holder of Unregistered Notes represents that if such holder
is located or resident in any member state of the EEA which has implemented the Prospectus
Directive, such holder is a “qualified investor” as defined in the Prospectus Directive.
Enquiries:
Investor Relations
Mike Nightingale / Rachael Brierley / John Harney
+44 (0) 20 7845 1180 / 1519 / 1263
Press Office
+44 (0) 20 7845 2888 (24 hours) | @BATPress
22 October 2018
Sponsor: UBS South Africa (Pty) Ltd
Date: 22/10/2018 05:45:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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