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British American Tobacco Announces £1 bn in Cash Capped Debt Tender 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. (the "Company")
PRESS RELEASE
British American Tobacco Announces £1 bn in Cash Capped Debt Tender Offer
London, United Kingdom; April 15, 2024 - British American Tobacco p.l.c. ("BAT") announces today that B.A.T Capital Corporation, a
corporation incorporated in the State of Delaware ("BATCAP") and B.A.T. International Finance p.l.c., a public limited company incorporated under
the laws of England and Wales ("BATIF" and, together with BATCAP, the "Offerors"), wholly owned subsidiaries of BAT, have commenced debt
tender offers to purchase (the "Tender Offers") for cash in concurrently commenced but separate offers (each, an "Offer" and, collectively, the
"Offers") the outstanding notes of the series described in the table below (the "Securities") for an aggregate purchase price (excluding Accrued
Interest (as defined in the Offer to Purchase)) for all Offerors and all series of Securities of up to £1 billion in cash (as such amount may be
increased or decreased) (the "Maximum Tender Amount")(1).
Issuer of Acceptance Bloomberg
Security / Title of Principal Priority Early Tender Reference Reference Fixed Spread Total Consideration
(2)(3)
Offeror Security Amount Outstanding CUSIP/ISIN Level Premium(2) Security / Rate Page/Screen (basis points)
BATIF 2.250% Guaranteed £650,000,000 XS1488409977 1 £50 UKT 3.750% due FIT GLT10-50 175 To be determined as
Notes due 2052 July 22, 2052 described herein
BATIF 4.000% Guaranteed £350,000,000 XS1324911608 2 £50 UKT 4.250% due FIT GLT10-50 180 To be determined as
Notes due 2055 December 7, described herein
2055
BATIF 2.000% Guaranteed €600,000,000 XS1203860934 3 €50 2045 Notes IRSB EU GO(4) 145 To be determined as
Notes due 2045 Interpolated Mid- described herein
Swap Rate
BATCAP 3.984% Notes due $1,000,000,000 05526DBU8/ 4 $50 UST 4.750% due FIT 1 160 To be determined as
2050 US05526DBU81 November 15, described herein
2053
BATCAP 3.734% Notes due $750,000,000 05526DBT1/ 5 $50 UST 4.500% due FIT 1 155 To be determined as
2040 US05526DBT19 February 15, described herein
2044
BATCAP 4.540% Notes due $2,500,000,000 05526DBF1/ 6 $50 UST 4.500% due FIT 1 165 To be determined as
2047 US05526DBF15 February 15, described herein
2044
BATCAP 4.758% Notes due $1,000,000,000 05526DBK0/ 7 $50 UST 4.750% due FIT 1 170 To be determined as
2049 US05526DBK00 November 15, described herein
2053
(1) To determine whether the Maximum Tender Amount has been reached, where required, we will convert the applicable purchase price payable with respect to the Securities validly tendered into Sterling
using the applicable exchange rate described under "The Terms of the Offers—Maximum Tender Amount; Acceptance Priority Levels and Proration" in the Offer to Purchase. The Maximum Tender
Amount may be increased or decreased.
(2) Per $1,000, £1,000 or €1,000, as applicable, principal amount of Securities validly tendered at or prior to the Early Tender Deadline and accepted for purchase.
(3) For the avoidance of doubt, the Early Tender Premium is included within the Total Consideration (which, in the case of all Securities, will be calculated using the Fixed Spread over the relevant Reference
Yield as described in the Offer to Purchase), and is not in addition to the Total Consideration. In addition, Holders whose Securities are accepted for purchase will also receive Accrued Interest on such
Securities.
(4) Pricing Source: BGN.
The amount of each series of Securities that is purchased will be determined in accordance with
the acceptance priority levels specified in the table above (the "Acceptance Priority Level"), with 1 being
the highest Acceptance Priority Level and 7 being the lowest Acceptance Priority Level, subject to the
Maximum Tender Amount.
The Tender Offers are being made upon and are subject to the terms and conditions set forth in
the Offer to Purchase, dated April 15, 2024 (the "Offer to Purchase"). Terms not defined in this
announcement have the meanings given to them in the Offer to Purchase.
The Tender Offers will expire at 5:00 p.m., New York City time, on May 13, 2024, unless
extended or earlier terminated (the "Expiration Date"). Tenders of Securities may be withdrawn at any
time at or prior to 5:00 p.m., New York City time, on April 26, 2024, but may not be withdrawn thereafter,
unless the Offerors are required by applicable law to permit withdrawal.
The applicable Total Consideration or Tender Offer Consideration (as defined below) to be paid
for each series of Securities accepted for purchase will be determined at 10:00 a.m., New York City time,
on the business day following the Early Tender Deadline (as defined below) (such time and date, as the
same may be extended, the "Price Determination Date"), which is expected to be April 29, 2024. The
applicable Total Consideration or Tender Offer Consideration to be paid for the Securities will be
determined in the manner described in the Offer to Purchase by reference to the sum of the applicable
fixed spread and the applicable reference yield of the applicable Reference Security or the 2045 Notes
Interpolated Mid-Swap Rate, each as specified in the table above (such sum being annualized in the case
of the Sterling Securities).
Holders of Securities who validly tender and not withdraw their Securities at or prior to 5:00 p.m.,
New York City time, on April 26, 2024 (unless extended, the "Early Tender Deadline") and whose
Securities are accepted for purchase will receive the applicable Total Consideration, which includes the
applicable early tender premium specified in the table above (the "Early Tender Premium"). Holders of
Securities who validly tender their Securities following the Early Tender Deadline and at or prior to the
Expiration Date and whose Securities are accepted for purchase will only receive the applicable "Tender
Offer Consideration," which is equal to the applicable Total Consideration minus the applicable Early
Tender Premium.
The applicable Total Consideration or Tender Offer Consideration for Securities denominated in
U.S. Dollars, Sterling and Euro will be paid in U.S. Dollars, Sterling and Euro, respectively. Acceptance of
Securities with reference to the Maximum Tender Amount will be determined subject to the currency
conversion methods described in the Offer to Purchase.
In addition to the applicable Total Consideration or Tender Offer Consideration, as the case may
be, accrued and unpaid interest from and including the most recent interest payment date applicable to
the relevant series of Securities up to, but not including, the applicable Settlement Date will be paid in
cash on all validly tendered Securities accepted for purchase.
If the Maximum Tender Amount is not reached as of the Early Tender Deadline, Securities validly
tendered and not validly withdrawn at or prior to the Early Tender Deadline will be accepted for purchase
in priority to Securities tendered following the Early Tender Deadline even if such Securities tendered
following the Early Tender Deadline have a higher Acceptance Priority Level than Securities tendered at
or prior to the Early Tender Deadline.
Securities of a series may be subject to proration if the aggregate principal amount of the
Securities of such series validly tendered and not validly withdrawn would cause the Maximum Tender
Amount to be exceeded. Furthermore, if the Maximum Tender Amount is reached as of the Early Tender
Deadline, holders who validly tender Securities following the Early Tender Deadline will not have any of
their Securities accepted for purchase unless the Maximum Tender Amount is increased.
Each Offeror's obligation to accept for payment and pay for the Securities validly tendered in the
Tender Offers is subject to the satisfaction or waiver of the conditions described in the Offer to Purchase.
The Tender Offers are being undertaken to optimize the BAT Group's debt capital structure, with
the Offerors using available liquidity to reduce gross and net debt in an efficient manner. Securities that
are accepted in the Tender Offers will be purchased by the applicable Offeror and retired and cancelled
and will no longer remain outstanding obligations of the applicable Offeror.
Payment for Securities that are validly tendered and not validly withdrawn at or prior to the Early
Tender Deadline and accepted for purchase will be made as soon as reasonably practicable following the
Early Tender Deadline (such date, the "Early Settlement Date"). The Offerors expect that the Early
Settlement Date will be May 1, 2024, the second business day after the Price Determination Date.
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Payment for Securities that are validly tendered following the Early Tender Deadline but at or prior to the
Expiration Date and accepted for purchase will be made promptly following the Expiration Date (such
date, the "Final Settlement Date"). The Offerors expect that the Final Settlement Date will be May 15,
2024, the second business day after the Expiration Date, assuming the Maximum Tender Amount of
Securities is not reached on the Early Settlement Date.
The Tender Offers may be amended, extended, terminated or withdrawn in whole or with respect
to any series of Securities without amending, extending, terminating or withdrawing the Tender Offers
with respect to any other series of Securities. The Tender Offers are not conditioned on any minimum
amount of Securities being tendered. The Offerors reserve the right, subject to applicable law, to: (i)
waive any and all conditions to the Tender Offers; (ii) extend or terminate the Tender Offers; (iii) increase
or decrease the Maximum Tender Amount; or (iv) otherwise amend the Tender Offers in any respect.
Citigroup Global Markets Limited, Merrill Lynch International, NatWest Markets Plc and SMBC
Nikko Capital Markets Limited are acting as Dealer Managers in connection with the Tender Offers. The
information and tender agent is Global Bondholder Services Corporation. Copies of the Offer to Purchase
and related offering materials are available via the Tender Offers website at https://www.gbsc-
usa.com/bata/ or by contacting the information and tender agent in New York at +1 (212) 430-3774
(banks and brokers) or +1 (855) 654-2014 (U.S. Toll-Free) or by email at contact@gbsc-usa.com.
Questions regarding the Tender Offers should be directed to Citigroup Global Markets Limited at +44 20
7986 8969 (London) or +1 (800) 558-3745 (U.S. Toll-Free) or +1 (212) 723-6106 (U.S.) or by email at
liabilitymanagement.europe@citi.com, Merrill Lynch International at +44 207 996 5420 (Europe) or +1
(888) 292-0070 (U.S. Toll Free) or +1 (980) 387-3907 (U.S.) or by email at DG.LM-EMEA@bofa.com,
NatWest Markets at +44 20 7678 5222 (London) or +1 (800) 231-5380 (U.S. Toll Free) or +1 (203) 897
6166 (U.S.) or by email at NWMliabilitymanagement@natwestmarkets.com or SMBC Nikko Capital
Markets Limited at +44 204 507 5043 or by email at liability.management@smbcnikko-cm.com.
This announcement is for informational purposes only and shall not constitute an offer to sell, a
solicitation to buy or an offer to purchase or sell any securities. The Tender Offers are being made only
pursuant to the Offer to Purchase and only in such jurisdictions as is permitted under applicable law.
Please see the Offer to Purchase for certain important information on offer restrictions applicable to the
Tender Offers.
This announcement is released by BAT and contains information that qualifies as inside
information for the purposes of Article 7 of the Market Abuse Regulation (EU) No 596/2014 as it forms
part of United Kingdom domestic law ("MAR"), encompassing information relating to the Tender Offers
described above. For the purposes of MAR, this announcement is made by Caroline Ferland, Company
Secretary.
Forward-Looking Statements
Statements included in this announcement and the Offer to Purchase regarding the future
expectations of BAT and its subsidiaries (the "BAT Group"), beliefs, plans, objectives, financial conditions,
assumptions or future events or performance that are not historical facts are forward-looking statements,
including "forward-looking" statements made within the meaning of the U.S. Private Securities Litigation
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 occurring from time to time in the countries and markets in which the BAT Group
operates. All such forward-looking statements involve estimates and assumptions that are subject to
risks, uncertainties and other factors. 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 and
performance to differ materially from those currently anticipated. 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; the inability to develop, commercialise and deliver the BAT
Group's New Categories strategy; the impact of supply chain disruptions; adverse litigation and dispute
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outcomes and the effect of such outcomes on the BAT Group's financial condition; the impact of
significant increases or structural changes in tobacco, nicotine and New Categories related taxes;
translational and transactional foreign exchange rate exposure; changes or differences in domestic or
international economic or political conditions; the ability to maintain credit ratings and to fund the business
under the current capital structure; the impact of serious injury, illness or death in the workplace; adverse
decisions by domestic or international regulatory bodies; changes in the market position, businesses,
financial condition, results of operations or prospects of the BAT Group; direct and indirect adverse
impacts associated with Climate Change and the move towards a Circular Economy; and Cyber Security
caused by the heightened cyber-threat landscape and the increased digital interactions with consumers,
and changes to regulation; and risks related to other factors discussed or incorporated by reference in the
Offer to Purchase, including in the sections captioned "Group Principal Risks" and "Group Risk Factors" in
the 2023 Form 20-F (as defined in the Offer to Purchase).
Past performance is no guide to future performance and persons needing advice should consult
an independent financial adviser. The forward-looking statements in this announcement and the Offer to
Purchase reflect knowledge and information available at the date of the document and the BAT 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. All subsequent written or oral forward-looking statements attributable to BAT
or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements
contained or referred to in this section of the announcement.
United Kingdom
The communication of this announcement, the Offer to Purchase and any other documents or
materials relating to the Tender Offers is not being made, and such documents and/or materials have not
been approved, by an authorised person for the purposes of section 21 of the Financial Services and
Markets Act 2000, as amended (the "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 only be communicated to (1)
those persons who are existing members or creditors of the Offerors or other persons falling within Article
43 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the
"Financial Promotion Order") and (2) any other persons to whom these documents and/or materials may
otherwise lawfully be communicated under the Financial Promotion Order.
Belgium
The Tender Offers do not constitute a public offering within the meaning of Articles 3, §1, 1° and
6, §1, of the Belgian Takeover Law. The Tender Offers are exclusively conducted under applicable
private placement exemptions and have therefore not been, and will not be, notified to, and none of this
announcement, the Offer to Purchase and any other document or material relating to the Tender Offers
have been, or will be, approved by the Belgian Financial Services and Markets Authority (Autorité des
Services et Marchés Financiers / Autoriteit voor Financiële Diensten en Markten). Accordingly, the Tender
Offers, this announcement, the Offer to Purchase, any memorandum, information circular, brochure or
any similar documents relating to the Tender Offers may not be advertised, offered or distributed, directly
or indirectly, to any person located and/or resident in Belgium other than to persons who qualify as
"Qualified Investors" in the meaning of Article 2(e) of the Prospectus Regulation, as referred to in Article
6, §3 of the Belgian Takeover Law, and who is acting for its own account, or in other circumstances which
do not constitute a public offering in Belgium pursuant to the Belgian Takeover Law. This announcement
and the Offer to Purchase have been issued only for the personal use of the above Qualified Investors
and exclusively for the purpose of the Tender Offers. Accordingly, the information contained herein and
therein may not be used for any other purpose or disclosed to any other person in Belgium.
France
The Tender Offers are not being made, directly or indirectly, to the public in France. This
announcement, the Offer to Purchase and any other documents or offering materials relating to the
Tender Offers have only been, and shall only be, distributed in France toqualified investors (investisseurs
qualifiés) as defined in Article 2(e) of the Prospectus Regulation. None of this announcement, the Offer to
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Purchase and any other documents or offering materials has been or will be submitted to the clearance
procedures (visa) of the Autorité des marchés financiers.
Italy
None of the Tender Offers, this announcement, the Offer to Purchase or any other documents or
materials relating to the Tender Offers has been or will be submitted to the clearance procedure of
the CONSOB, pursuant to applicable Italian laws and regulations.
The Tender Offers are being carried out in Italy as exempted offers pursuant to article
101-bis, paragraph 3-bis of the Financial Services Act and article 35-bis, paragraph 4 of
CONSOB Regulation No. 11971 of May 14, 1999, as amended. Holders or beneficial owners of
the Securities that are a resident of and/or located in Italy can tender the Securities for purchase
through authorized persons (such as investment firms, banks or financial intermediaries
permitted to conduct such activities in Italy in accordance with the Financial Services Act,
CONSOB Regulation No. 20307 of February 15, 2018, as amended, and Legislative Decree No.
385 of September 1, 1993, as amended) and in compliance with applicable laws and regulations
and with any requirements imposed by CONSOB or any other Italian authority.
Each intermediary must comply with the applicable laws and regulations concerning
information duties vis-à-vis its clients in connection with the Securities or the Tender Offers.
Enquiries:
Investor Relations
Victoria Buxton/Amy Chamberlain/John Harney/Jane Henderson
+44 (0) 20 7845 2012/1124/1263/1117
Press Office
+44 (0) 20 7845 2888 (24 hours) | @BATPlc
15 April 2024
Sponsor: Merrill Lynch South Africa (Pty) Ltd t/a BofA Securities
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Date: 15-04-2024 01:10:00
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