TIDMBATS
RNS Number : 2743J
British American Tobacco PLC
14 August 2023
PRESS RELEASE
British American Tobacco Announces Pricing of Its Previously
Announced Capped Debt Tender Offers
London, United Kingdom; August 14, 2023 - British American
Tobacco p.l.c. ("BAT") announces today the pricing of the
previously announced capped debt tender offers (the "Tender
Offers") to purchase the debt securities listed in the table below
(collectively, the "Securities") by B.A.T Capital Corporation, a
corporation incorporated in the State of Delaware ("BATCAP"),
Reynolds American Inc., a corporation incorporated in the State of
North Carolina ("RAI") 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 and RAI, the "Offerors"),
wholly owned subsidiaries of BAT.
As of 5:00 p.m., New York City time, on August 11, 2023 (the
"Early Tender Deadline"), as reported by Global Bondholder Services
Corporation, the tender and information agent for the Tender
Offers, the principal amounts of the Securities listed in the table
below had been validly tendered and not validly withdrawn.
The following table sets forth certain pricing information for
the Tender Offers, including the Total Consideration determined
based on yields of the applicable Reference Securities at 10:00
a.m., New York City time, today:
Issuer
of Fixed
Security Title Principal Principal Principal Acceptance Early Spread Total
/ of Amount Amount Amount Pro-Ration Priority Tender Reference (basis Consideration
Offeror Security CUSIP/ISIN Outstanding Tendered Accepted Factor Sub-Cap(4) Level Premium Yield points) (2)(3)
---------- ------------- ---------------------------- ----------------- --------------- --------------- ----------- ------------------ ----------- -------- ---------- -------- --------------
Pool 1 Notes - Offers subject to the Pool 1 Maximum Tender
Amount (as described below)(1)
----------- ----------------------- ----------------------- -------------------------------------------------------------------------------------------------------------------------------------------
7.250%
Guaranteed
Notes
due
BATIF 2024 XS0352062995 GBP500,000,000 GBP271,118,000 GBP271,118,000 N/A N/A 1 GBP50 5.093% 45 GBP1,008.43
3.222%
Notes
due 05526DAZ8/
BATCAP 2024 US05526DAZ87 $2,500,000,000 $1,512,038,000 $635,000,000 42.011912% N/A 2 $50 5.412% 25 $976.66
2.789%
Notes
due 05526DBG9/
BATCAP 2024 US05526DBG97 $1,000,000,000 $535,316,000 $0 N/A N/A 3 $50 N/A 45 N/A
Pool 2 Notes - Offers subject to the Pool 2 Maximum Tender
Amount (as described below)(1)
----------- ----------------------- ----------------------- -------------------------------------------------------------------------------------------------------------------------------------------
3.950%
Notes 05530QAK6/
due US05530QAK67/G08820CH6/
BATIF 2025 USG08820CH69 $1,500,000,000 $497,867,000 $497,867,000 N/A $700,000,000(4) 1 $50 4.956% 60 $972.35
2.125%
Guaranteed
Notes
due
BATCAP 2025 XS1664647499 GBP450,000,000 GBP177,541,000 GBP150,000,000 81.971239% GBP150,000,000(4) 2 GBP50 5.069% 115 GBP923.60
4.450%
Notes
due 761713BG0/
RAI 2025 US761713BG06 $2,500,000,000 $1,229,948,000 $468,000,000 38.02278% N/A 3 $50 4.956% 60 $981.01
Pool 3 Notes - Offers subject to the Pool 3 Maximum Tender
Amount (as described below)(1)
----------- ----------------------- ----------------------- -------------------------------------------------------------------------------------------------------------------------------------------
4.000%
Guaranteed
Notes
due
BATIF 2026 XS0969309847 GBP650,000,000 GBP361,451,000 GBP361,451,000 N/A N/A 1 GBP50 4.816% 130 GBP940.18
3.215%
Notes
due 05526DBJ3/
BATCAP 2026 US05526DBJ37 $1,000,000,000 $565,540,000 $0 N/A N/A 2 $50 N/A 65 N/A
Pool 4 Notes - Offers subject to the Pool 4 Maximum Tender
Amount (as described below)(1)
----------- ----------------------- ----------------------- -------------------------------------------------------------------------------------------------------------------------------------------
3.557%
Notes
due 05526DBB0/
BATCAP 2027 US05526DBB01 $3,500,000,000 $1,667,184,000 $1,227,000,000 73.66711% $1,227,000,000(4) 1 $50 4.369% 100 $935.59
1.250%
Guaranteed
Notes
due
BATIF 2027 XS1203859928 EUR800,000,000 EUR189,446,000 EUR155,000,000 79.177179% EUR155,000,000(4) 2 EUR50 3.470% 25 EUR918.69
________________
(1) The purchase price for Dollar Securities, Sterling
Securities and Euro Securities will be paid in U.S. Dollars,
Sterling and Euro, respectively. To determine whether the
applicable Pool Maximum Tender Amount has been reached, we
converted the applicable Aggregate Purchase Price payable with
respect to the Sterling Securities and Euro Securities validly
tendered into U.S. Dollars using the exchange rates of
GBP1=$1.27035 and EUR1=$1.09620, respectively, as reported at 10:00
a.m., New York City time, on August 11, 2023, on the Bloomberg
screen page "BFIX" under the heading "GBPUSD" and "EURUSD",
respectively. The sum of the Pool Maximum Tender Amounts represent
the combined maximum Aggregate Purchase Price payable (excluding
Accrued Interest) for the relevant series of Securities within the
relevant Pool.
(2) Per $1,000, GBP1,000 or EUR1,000, 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, was calculated using the Fixed Spread over the relevant
Reference Yield as described herein), 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) Each Sub-Cap, as set out in Table I above, represents the
maximum aggregate principal amount of Securities that shall be
purchased by the applicable Offeror, subject to the applicable Pool
Maximum Tender Amount.
The amount of each series of Securities within each Pool that is
purchased in the Tender Offers on the Early Settlement Date (as
defined below) has been determined in accordance with the
acceptance priority levels specified in the table above (each, an
"Acceptance Priority Level"), with 1 being the highest Acceptance
Priority Level in each Pool and (i) 3 being the lowest Acceptance
Priority Level in Pools 1 and 2 and (ii) 2 being the lowest
Acceptance Priority Level in Pools 3 and 4, subject to the relevant
Pool Maximum Tender Amount and any relevant Sub-Cap, each as
increased as announced earlier today, and as described in more
detail in the Offer to Purchase.
For each Pool, the Aggregate Purchase Price that the Offerors
will pay in the Tender Offers is an amount that is sufficient to
allow the Offerors to purchase (a) with respect to Pool 1, (x) the
entire principal amount of 2024 BATIF Notes and (y) $635 million
principal amount of 3.222% 2024 BATCAP Notes, in each case validly
tendered and not validly withdrawn prior to the Early Tender
Deadline (as so amended, the "Pool 1 Maximum Tender Amount"), (b)
with respect to Pool 2, (x) the entire principal amount of 2025
BATIF Notes, (y) GBP150 million principal amount of 2025 BATCAP
Notes and (z) $468 million principal amount of RAI Notes, in each
case validly tendered and not validly withdrawn prior to the Early
Tender Deadline (as so amended, the "Pool 2 Maximum Tender
Amount"), (c) with respect to Pool 3, the entire principal amount
of 2026 BATIF Notes validly tendered and not validly withdrawn
prior to the Early Tender Deadline (as so amended, the "Pool 3
Maximum Tender Amount") and (d) with respect to Pool 4, (x) $1,227
million principal amount of 2027 BATCAP Notes and (y) EUR155
million principal amount of 2027 BATIF Notes, in each case validly
tendered and not validly withdrawn prior to the Early Tender
Deadline (as so amended, the "Pool 4 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 July
31, 2023 (as amended by the press release issued by BAT earlier
today, the "Offer to Purchase"). The Tender Offers will expire at
5:00 p.m., New York City time, on August 28, 2023, unless extended
or earlier terminated (the "Expiration Date"). However, because the
Aggregate Purchase Price of all series of Securities within each
Pool validly tendered in the Tender Offers at or prior to the Early
Tender Deadline exceeds the Pool Maximum Tender Amount for each
Pool, the Offerors will not accept for purchase any Securities
tendered after the Early Tender Deadline and at or prior to the
Expiration Date. The Withdrawal Deadline was 5:00 p.m., New York
City time, on August 11, 2023; therefore, Securities that have been
validly tendered and not validly withdrawn may not be withdrawn
unless otherwise required by applicable law.
The applicable Offerors plan to accept (a) with respect to Pool
1, (x) the entire principal amount of 2024 BATIF Notes and (y) $635
million principal amount of 3.222% 2024 BATCAP Notes using a
proration factor of approximately 42.0% in accordance with the
Offer to Purchase, in each case validly tendered and not validly
withdrawn prior to the Early Tender Deadline, (b) with respect to
Pool 2, (x) the entire principal amount of 2025 BATIF Notes, (y)
GBP150 million principal amount of 2025 BATCAP Notes using a
proration factor of approximately 82.0% in accordance with the
Offer to Purchase and (z) $468 million principal amount of RAI
Notes using a proration factor of approximately 38.0% in accordance
with the Offer to Purchase, in each case validly tendered and not
validly withdrawn prior to the Early Tender Deadline, (c) with
respect to Pool 3, the entire principal amount of 2026 BATIF Notes
validly tendered and not validly withdrawn prior to the Early
Tender Deadline and (d) with respect to Pool 4, (x) $1,227 million
principal amount of 2027 BATCAP Notes using a proration factor of
approximately 73.7% in accordance with the Offer to Purchase and
(y) EUR155 million principal amount of 2027 BATIF Notes using a
proration factor of approximately 79.2% in accordance with the
Offer to Purchase, in each case validly tendered and not validly
withdrawn prior to the Early Tender Deadline. Securities not
accepted for purchase will be promptly returned or credited to the
holder's account.
Holders of Securities who validly tendered and did not validly
withdraw their Securities at or prior to the Early Tender Deadline
and whose Securities were accepted for purchase will receive the
applicable Total Consideration, which already includes the
applicable early tender premium specified in the table above (the
"Early Tender Premium").
In addition to the applicable Total Consideration, 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 Early Settlement Date will be paid in cash on all
validly tendered Securities accepted for purchase.
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.
Securities that are accepted in the Tender Offers will be
purchased by the applicable Offeror and retired and canceled and
will no longer remain outstanding obligations of the applicable
Offeror.
The settlement date for the Securities that have been validly
tendered at or prior to the Early Tender Deadline and accepted for
purchase is expected to be August 16, 2023 (the "Early Settlement
Date").
All capitalized terms which are used but not defined in this
announcement shall have the meanings ascribed to them in the Offer
to Purchase.
Deutsche Bank Securities Inc., Deutsche Bank AG, London Branch,
Goldman Sachs & Co. LLC and Merrill Lynch International 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 Offer website at
http://gbsc-usa.com/bat/ or by contacting the information and
tender agent in New York at +1 (212) 430-3774 (banks and brokers)
or +1 (855) 654-2015 (all others) or by email at
contact@gbsc-usa.com. Questions regarding the Tender Offers should
be directed to Deutsche Bank Securities Inc. at +1 (866) 627-0391
(U.S. Toll Free), Deutsche Bank AG, London Branch at +44 20 7545
8011, Goldman Sachs & Co. LLC at +44 207 774 4836 (Europe) or
+1 (800) 828-3182 (U.S. Toll Free) or Merrill Lynch International
at +44 207 996 5420 (Europe) or +1 (888) 292-0070 (U.S. Toll Free)
or by email at DG.LM-EMEA@bofa.com.
This announcement is for informational purposed 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.
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 the BAT Group's intentions, beliefs or current
expectations concerning, amongst other things, the BAT Group's
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;
adverse litigation and dispute 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, 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 section
captioned "Risks and uncertainties" in the 2023 Half-Year Report
and the sections captioned "Group Principal Risks" and "Group Risk
Factors" in the 2022 Form 20-F.
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 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 by
the Offerors 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 authorized person for the
purposes of section 21 of the Financial Services and Markets Act
2000 (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 be communicated to (1) those persons who
are existing members or creditors of the Offerors 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.
Belgium
The Tender Offers do not constitute a public offering within the
meaning of Articles 3, --1, 1deg and 6, --1, of the Belgian
Takeover Law. The Tender Offers are exclusively conducted under
applicable private placement exemptions and has therefore not been,
and will not be, notified to, and neither this Offer to Purchase
nor 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 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 Offer to Purchase has 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
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. Neither this Offer to Purchase nor any other
documents or offering materials relating to the Tender Offers, has
been or shall be distributed to the public in France and only (i)
qualified investors (investisseurs qualifiés) acting for their own
account, other than individuals, and/or (ii) legal entities whose
total assets exceed EUR5 million, or whose annual turnover exceeds
EUR5 million, or whose managed assets exceed EUR5 million or whose
average annual headcount exceeds 50, acting for their own account,
all as defined in, and in accordance with, Article 2(e) of the
Prospectus Regulation and Articles L.341-2, L.411-2, D.341-1 and
D.411-1 of the French Code monétaire et financier, are eligible to
participate in the Tender Offers. This Offer to Purchase has not
been submitted to the clearance procedures (visa) of the Autorité
des marchés financiers.
Italy
None of the Tender Offers, this 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:
British American Tobacco Media Centre
+44 (0) 20 7845 2888 (24 hours) | @BATPlc
Investor Relations
Victoria Buxton/Amy Chamberlain/John Harney/Jane Henderson
+44 20 7845 2012/1124/1263/1117
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