TIDMBATS TIDMTTM TIDMTTM TIDM76PL
RNS Number : 1370I
British American Tobacco PLC
31 March 2020
31 March 2020
British American Tobacco Announces Pricing of $2,400,000,000
Notes Offering
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 $2,400,000,000 aggregate
principal amount of guaranteed debt securities, consisting of (1)
$900,000,000 4.700% Notes due 2027; (2) $1,000,000,000 4.906% Notes
due 2030; and (3) $500,000,000 5.282% Notes due 2050 (collectively,
the "Notes"). The issuance is expected to close on 2 April 2020,
subject to customary closing conditions.
The Notes will be fully and unconditionally guaranteed on a
senior and unsecured and joint and several basis by BAT, B.A.T.
Netherlands Finance B.V., B.A.T. International Finance p.l.c. and
Reynolds American Inc. (together, the "Guarantors").
BAT intends to use the net proceeds of the offering of the Notes
for general corporate purposes, including the potential repayment
of upcoming maturities.
Barclays Capital Inc., BofA Securities, Inc., Citigroup Global
Markets Inc., Mizuho Securities USA LLC and Santander Investment
Securities Inc. are acting as joint book-running managers for the
proposed offering.
The offering of the Notes will be made under BAT's existing
effective shelf registration statement on file with the Securities
and Exchange Commission (the "SEC"), which is available online at
www.sec.gov . A preliminary prospectus supplement and accompanying
prospectus describing the terms of the offering and other
information relating to the Issuer and the Guarantors have been
filed with the SEC. The shelf registration statement, the
preliminary prospectus supplement and the accompanying prospectus
and the final prospectus supplement, when available, may be
obtained, free of charge, by contacting Barclays Capital Inc.
toll-free at +1 888 603 5847, BofA Securities, Inc. toll-free at +1
800 294 1322, Citigroup Global Markets Inc. toll-free at +1 800 831
9146, Mizuho Securities USA LLC toll-free at +1 866 271 7403 or
Santander Investment Securities Inc. toll-free at +1 855 403
3636.
The preliminary prospectus supplement is also available at:
https://www.sec.gov/Archives/edgar/data/1275283/000119312520090193/d898468d424b2.htm
The shelf registration statement is also available at:
https://www.sec.gov/Archives/edgar/data/1275283/000119312520088868/d896714dposasr.htm
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 British American Tobacco p.l.c.
British American Tobacco (BAT) is one of the world's leading,
multi-category consumer goods companies, providing tobacco and
nicotine products to millions of consumers around the world. It
employs over 53,000 people, with market leadership in over 50
countries and factories in 48. Its Strategic Portfolio is made up
of its global cigarette brands and a growing range of potentially
reduced-risk 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. In 2019, BAT and its subsidiaries (the "BAT Group")
generated revenue of GBP25.9 billion and profit from operations of
GBP9 billion.
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 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 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 and the impact of an unfavourable
ruling by a tax authority in a disputed area ; 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 (including as a
result of COVID-19); 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
develop, commercialise and deliver the New Categories strategy; 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 26 March 2020 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 .
United Kingdom
The communication of the prospectus supplement and the
accompanying prospectus and any other documents or materials
relating to the Notes is only being distributed to, and is only
directed at, persons outside the United Kingdom or in the United
Kingdom that are qualified investors within the meaning of Article
2 of the Prospectus Regulation ("qualified investors") that also
(i) have professional experience in matters relating to investments
falling within Article 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005, as amended, or the
Order, (ii) who fall within Article 49(2)(a) to (d) of the Order or
(iii) to whom it may otherwise lawfully be communicated (all such
persons together being referred to as "relevant persons"). The
Notes are only available to, and any invitation, offer or agreement
to purchase or otherwise acquire such Notes will be engaged in only
with, relevant persons.
European Economic Area and United Kingdom 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") or the United Kingdom ("U.K."). 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 (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 (3) 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 or in the UK has been prepared and
therefore offering or selling the Notes or otherwise making them
available to any retail investor in the EEA or in the UK may be
unlawful under the PRIIPS Regulation.
Enquiries:
Investor Relations
Mike Nightingale/Victoria Buxton/William Houston/John Harney
+44 20 7845 1180/2012/1138/1263
Press Office
+44 (0) 20 7845 2888 (24 hours) | @BATPress
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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