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