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British American Tobacco Announces Pricing of $1,700,000,000 Notes Offerings
British American Tobacco p.l.c.
Incorporated in England and Wales
(Registration number: 03407696)
Short name: BATS
Share code: BTI
ISIN number: GB0002875804
February 16, 2024
British American Tobacco Announces Pricing of $1,700,000,000 Notes Offerings
British American Tobacco p.l.c. ("BAT") today announces that B.A.T Capital Corporation (the "Issuer"), a
wholly owned subsidiary of BAT, has priced an offering of $1,700,000,000 aggregate principal amount of
guaranteed debt securities consisting of (1) $850,000,000 5.834% Notes due 2031 and (2) $850,000,000
6.000% Notes due 2034 (collectively, the "Notes").
The Notes will be fully and unconditionally guaranteed on a senior and unsecured and joint and several
basis by BAT, B.A.T. International Finance p.l.c. ("BATIF"), B.A.T. Netherlands Finance B.V. ("BATNF")
and, unless its guarantee is released in accordance with the relevant indenture, Reynolds American Inc.
("RAI").
The issuance of the Notes is expected to close on February 20, 2024, subject to customary closing
conditions.
BAT intends to use the net proceeds of the offering of the Notes for general corporate purposes, including
the potential repayment of existing indebtedness.
Barclays Capital Inc., HSBC Securities (USA) Inc., Mizuho Securities USA LLC, Santander US Capital
Markets and Wells Fargo Securities, LLC are acting as joint book-running managers for the offering.
BBVA Securities Inc., NatWest Markets Securities Inc., SMBC Nikko Securities America, Inc. and
Standard Chartered Bank are acting as bookrunners for the offering.
The offering of the Notes will be made under BAT's existing effective shelf registration statement on file
with the U.S. Securities and Exchange Commission (the "SEC"), which is available online at
www.sec.gov. A preliminary prospectus supplement and an accompanying prospectus describing the
terms of the offering and other information relating to the Issuer, BATIF, BAT, BATNF and RAI have been
filed with the SEC. The shelf registration statement, the preliminary prospectus supplement and the
accompanying prospectus may be obtained, free of charge, by contacting Barclays Capital Inc. toll-free at
1-888-603-5847, HSBC Securities (USA) Inc. toll free at 1-866 811-8049, Mizuho Securities USA LLC toll
free at 1-866-271-7403, Santander US Capital Markets LLC toll free at 1-855-403-3636 and Wells Fargo
Securities, LLC toll-free at 1-800-645-3751.
The preliminary prospectus supplement is also available at:
424B2 (sec.gov)
The shelf registration statement is also available at:
F-3ASR (sec.gov)
This communication shall not constitute an offer to sell nor a solicitation of an offer to buy the Notes. This
offering is being made only pursuant to the Form F-3 registration statement, the prospectus supplement
and the accompanying prospectus and only to such persons and in such jurisdictions as is permitted
under applicable law.
About BAT
BAT is a leading, multi-category consumer goods business with a purpose to build A Better Tomorrow™
by reducing the health impact of its business through offering a greater choice of enjoyable and less risky
products for adult consumers.
BAT is committed to providing adult consumers with a wide range of enjoyable and less risky products*†.
BAT continues to be clear that combustible cigarettes pose serious health risks, and the only way to avoid
these risks is not to start or to quit. BAT encourages those who would otherwise continue to smoke to
switch completely to scientifically-substantiated, reduced-risk alternatives*†.
BAT's Strategic Portfolio is made up of its global cigarette brands and a growing range of reduced-risk* †
New Category tobacco and nicotine products and traditional non-combustible tobacco products. These
include vapour, tobacco heating products, modern oral products including tobacco-free nicotine pouches,
as well as traditional oral products such as snus and moist snuff.
* Based on the weight of evidence and assuming a complete switch from cigarette smoking. These products are not risk free and
are addictive.
† Our products as sold in the US, including Vuse, Velo, Grizzly, Kodiak, and Camel Snus, are subject to Food and Drug
Administration (the "FDA") regulation and no reduced-risk claims will be made as to these products without FDA clearance.
Forward-Looking Statements
This announcement contains certain forward-looking statements, including "forward-looking" statements
made within the meaning of U.S. Private Securities Litigation Reform Act 1995. 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, the offering of the Notes.
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 to differ
materially from those currently anticipated. The forward-looking statements should be read in conjunction
with the other cautionary statements that are included in BAT's filings with the SEC, including BAT's 2023
Annual Report on Form 20-F and other reports furnished on Form 6-K.
The forward-looking statements in this announcement reflect knowledge and information available and
BAT 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.
Additional information concerning these and other factors can be found in BAT's filings with the SEC,
including the Annual Report on Form 20-F filed on 9 February 2024 and Current Reports on Form 6-K,
which may be obtained free of charge at the SEC's website, www.sec.gov.
PROHIBITION OF SALES TO U.K. RETAIL INVESTORS
The 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 United Kingdom ("U.K."). For these
purposes, a "retail investor" means a person who is one (or more) of: (i) a retail client, as defined in point
(8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of U.K. domestic law by virtue of the
European Union (Withdrawal) Act 2018 (as amended, the "EUWA"); (ii) a customer within the meaning of
the provisions of the Financial Services and Markets Act 2000 (the "FSMA") and any rules or regulations
made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a
professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part
of U.K. domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of
Regulation (EU) 2017/1129 as it forms part of U.K. domestic law by virtue of the EUWA.
Consequently, no key information document required by Regulation (EU) No 1286/2014 as it forms part of
U.K. domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Notes or
otherwise making them available to retail investors in the U.K. has been prepared and therefore offering
or selling the Notes or otherwise making them available to any retail investor in the U.K. may be unlawful
under the UK PRIIPs Regulation.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS
The 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: (i) a retail client as defined in point
(11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning
of Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in
point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU)
2017/1129 (the "Prospectus Regulation"). Consequently, no key information document required by
Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Notes or
otherwise making them available to retail investors in the EEA has been prepared and therefore offering
or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful
under the PRIIPs Regulation.
Enquiries:
Investor Relations
British American Tobacco Investor Relations
Victoria Buxton / Amy Chamberlain / John Harney / Jane Henderson
+44 20 7845 2012/1124/1263/1117
British American Tobacco Press Office
+44 (0) 20 7845 2888 (24 hours) | @BATPress
16 February 2024
Sponsor: Merrill Lynch South Africa (Pty) Ltd t/a BofA Securities
Date: 16-02-2024 01:30:00
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