BRITISH AMERICAN TOBACCO PLC - British American Tobacco Announces Expiration of Registered Exchange Offer

British American Tobacco Announces Expiration of 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 Expiration of 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; 21 November 2018 – British American Tobacco p.l.c. (BAT) today
announces the expiration of the 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 expired at 5:00 p.m., New York City time, on 20 November 2018. BAT has been
advised that (1) $2,240,467,000 in aggregate principal amount of the Unregistered 2.297% Notes;
(2) $2,249,525,000 in aggregate principal amount of the Unregistered 2.764% Notes; (3)
$2,477,391,000 in aggregate principal amount of the Unregistered 3.222% Notes; (4)
$3,493,054,000 in aggregate principal amount of the Unregistered 3.557% Notes; (5)
$2,499,700,000 in aggregate principal amount of the Unregistered 4.390% Notes; (6)
$2,498,262,000 in aggregate principal amount of the Unregistered 4.540% Notes; (7) $992,350,000
in aggregate principal amount of the Unregistered 2020 Floating Rate Notes; and (8) $743,066,000 in
aggregate principal amount of the Unregistered 2022 Floating Rate Notes were validly tendered and
not validly withdrawn prior to the expiration of the Exchange Offer, and BAT has accepted for
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exchange all such Unregistered Notes pursuant to the Exchange Offer. BAT expects that settlement of
the Exchange Offer will occur on or about 23 November 2018.

About British American Tobacco p.l.c.


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, BAT and its subsidiaries (together, 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 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.



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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 was made only pursuant to a prospectus dated 22
October 2018 (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 was not and 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 have not been and 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 was not 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 represented 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

                                                                                                        3
Mike Nightingale / Rachael Brierley / John Harney
+44 (0) 20 7845 1180 / 1519 / 1263

Press Office
+44 (0) 20 7845 2888 (24 hours) | @BATPress


Sponsor: UBS South Africa (Pty) Ltd




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