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Notice of redemption
British American Tobacco p.l.c.
Incorporated in England and Wales
(Registration number: 03407696)
Short name: BATS
Share code: BTI
ISIN number: GB0002875804
NOTICE OF REDEMPTION
B.A.T. International Finance p.l.c.
3.500% Guaranteed Notes due 2022
CUSIP Numbers*: 05530QAL4 / G08820CJ26
Common Code Numbers*: 124848997, 124849578
ISINs*: US05530QAL41/ USG08820CJ26
REDEMPTION DATE: November 8, 2020
NOTICE IS HEREBY GIVEN that in accordance with Section 4 (Redemption) of
the 3.500% Guaranteed Notes due 2022 (the “Notes”) issued by B.A.T. International
Finance p.l.c., a public limited company incorporated in England and Wales with
registration no. 1060930 (the “Company”), and in accordance with Section 6(f) and
Section 13 of the fiscal and paying agency agreement, dated as of June 15, 2015 and as
amended, supplemented or otherwise modified (the “Fiscal and Paying Agency
Agreement”), among the Company, as issuer, British American Tobacco p.l.c., British
American Tobacco Holdings (The Netherlands) B.V., B.A.T. Netherlands Finance B.V.
and Reynolds American Inc., as guarantors, and Citibank, N.A., London Branch, as fiscal
agent, paying agent, transfer agent and registrar, that the Company has decided to redeem
on November 8, 2020 (the “Redemption Date”) all of the Notes outstanding on the
Redemption Date. Capitalized terms used but not otherwise defined herein have the
meanings ascribed to such terms in the Fiscal and Paying Agency Agreement or the
Notes, as applicable.
1. In accordance with Section 4(b) (Redemption) of the Notes, the
redemption price (the “Redemption Price”) will be equal to the greater of (i) 100% of
the principal amount of the Notes to be redeemed and (ii) as determined by the
Independent Investment Banker, the sum of the present values of the applicable
Remaining Scheduled Payments discounted to the Redemption Date on a semi-annual
basis (assuming a 360-day year consisting of twelve 30-day months or, in the case of an
incomplete month, the number of days elapsed) at the Treasury Rate plus 20 basis points
together with, in each case, accrued and unpaid interest on the principal amount of the
Notes to be redeemed to the Redemption Date.
2. The Redemption Price shall be calculated by the Independent
Investment Banker on the third Business Day preceding the Redemption Date in
accordance with the terms of the Notes. Notice of the Redemption Price will be given to
the holders of the Notes at least one Business Day prior to the Redemption Date.
3. Notes to be redeemed must be surrendered to the Fiscal Agent
(Citibank, N.A., London Branch) to collect the Redemption Price. Payment of the
Redemption Price will be made on or after the Redemption Date upon presentation and
surrender of the Notes to be redeemed at the following address:
By Mail, Hand or Express Delivery:
Citibank, N.A., London Branch
Citigroup Centre
Canada Square
Canary Wharf
London E14 5LB
4. The redemption of the Notes is being effected pursuant to Section
4 (Redemption) of the Notes and in accordance with Section 6(f) and Section 13 of the
Fiscal and Paying Agency Agreement.
5. From and after the Redemption Date, the Notes will cease to bear
interest, and the only right of the registered holders of the Notes called for redemption is
to receive payment of the Redemption Price, unless moneys for such redemption have not
been made available as provided herein.
B.A.T. International Finance p.l.c.
Date: October 6, 2020
*These CUSIP numbers, Common Codes and ISINs are included solely for the
convenience of the holders. Neither the Company nor the Fiscal Agent shall be
responsible for the selection or use of any CUSIP number, Common Code or ISIN, nor is
any representation made as to its correctness or accuracy on any Note or as referred to in
any redemption notice.
Sponsor: UBS South Africa (Pty) Ltd
Date: 07-10-2020 07:05:00
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