UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 
FORM 6-K
 
 
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
 
March 7, 2025
 
Commission File Number: 001-38159

 
BRITISH AMERICAN TOBACCO P.L.C.
(Translation of registrant’s name into English)

 
Globe House
4 Temple Place
London WC2R 2PG
United Kingdom
(Address of principal executive office)

 
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
 
Form 20-F ☒              Form 40-F ☐
 
 
 
 
 
This report includes materials as exhibits that have been published and made available by British American Tobacco p.l.c. (the “Registrant”) as of March 7, 2025.

The information contained in Exhibit 1 to this Form 6-K, except the information in (i) the sixth paragraph under the heading “CANADA Update  - COURT’S SANCTION OF PLAN OF COMPROMISE AND ARRANGEMENT IN CCAA PROCEEDINGS”, (ii) the two paragraphs under the heading “Enquiries”, (iii) the four paragraphs under the heading “About BAT” and (iv) the ultimate sentence of the first paragraph under the heading “Forward-looking statements” is incorporated by reference into the Form S-8 Registration Statements File Nos. 333-223678, 333-219440, 333-237186 and 333- 285085 of the Registrant and into the Form F-3 Registration Statement File Nos. 333-265958, 333-265958-01, 333-265958-02, 333-265958-03, 333-265958-04 and 333-265958-05 of the Registrant, British American Tobacco Holdings (The Netherlands) B.V., Reynolds American Inc., B.A.T. Netherlands Finance B.V., B.A.T. International Finance p.l.c. and B.A.T Capital Corporation, and related Prospectuses, as such Registration Statements and Prospectuses may be amended from time to time.



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
 
British American Tobacco p.l.c.
  
   
 
       
 
By:
/s/ Christopher Worlock
  
    Name: 
Christopher Worlock  
    Title:   
Assistant Secretary
  
       
 
Date:  March 7, 2025







Exhibit 1

7 March 2025

British American Tobacco p.l.c. (“BAT”)


CANADA Update - COURT’S SANCTION OF PLAN OF COMPROMISE AND ARRANGEMENT IN CCAA PROCEEDINGS

In March 2019, Imperial Tobacco Canada Limited (“ITCAN”), a subsidiary of BAT, obtained creditor protection under the Canadian Companies’ Creditors Arrangement Act (“CCAA”). Under a confidential court supervised mediation process, ITCAN has since been negotiating a possible settlement of all of its outstanding tobacco litigation in Canada while continuing to run its business in the normal course.

BAT now notes that the court-appointed Mediator’s and Monitor’s Plan of Compromise and Arrangement for ITCAN (the “Plan”) has been sanctioned by the Ontario Superior Court of Justice in the ongoing proceedings under the CCAA.

In response to said sanction order, ITCAN stated “We are pleased that the Court has sanctioned the Mediator’s and Monitor’s Plan of Compromise and Arrangement, a critical milestone in the CCAA process. We look forward to the successful implementation of this Plan, which maximizes value for claimants, resolves outstanding tobacco litigation, and allows us to emerge from CCAA protection. While there are still some steps that must be taken to implement the settlement, Imperial Tobacco Canada is committed to continue working with the relevant parties to complete this process as quickly as possible for the benefit of all stakeholders.”

The Plan resolves all Canadian tobacco litigation and provides a full and comprehensive release to ITCAN, BAT and all related entities for all Canadian tobacco claims. This settlement will be funded by ITCAN’s cash on hand and the profits generated from the future sale of tobacco products in Canada.

Tadeu Marroco, BAT’s Chief Executive said, “After six years of negotiation, today’s decision is an important step that brings ITCAN closer to emerging from CCAA for the benefit of all stakeholders. Like our Canadian subsidiary, we remain committed to working with all parties to implement the Plan, and complete this process.”

As noted at the Group’s full year results in February, the Group will present certain measures excluding the profit made from ITCAN (excluding New Categories) for 2025, with 2024 comparatives rebased accordingly. A comprehensive update can be found in our preliminary results here. Today’s announcement does not impact our 2025 guidance, including c.1% revenue growth, 1.5-2.5% adjusted profit from operations growth or our commitment to deliver a sustainable share buy-back including the £900mn in 2025.

ENDS


Enquiries

Media Centre
press_office@bat.com | @BATplc

Investor Relations
Victoria Buxton: +44 (0)20 7845 2012 | IR_team@bat.com

About BAT

BAT is a leading global multi-category consumer goods business. Underpinned by world-leading science and R&D, our purpose is to create A Better Tomorrow™ by Building a Smokeless World where, ultimately, cigarettes have become a thing of the past. BAT’s purpose is backed by Omni™, an evidence-based manifesto for change which captures its commitment and progress.

BAT employs more than 48,000 people and, in 2024, generated revenue of £25.9bn, with an adjusted profit from operations of £11.9bn.

BAT’s aim is to have 50 million adult consumers of its Smokeless products by 2030 and generate 50% of its revenue from Smokeless products by 2035. BAT’s portfolio is made up of a growing range of nicotine and smokeless tobacco products which include its Vapour brand Vuse; Heated Product brand glo; and Velo, its Modern Oral (nicotine pouch) brand. After only a decade of investment in these products, the Group has delivered New Category revenue of £3.4bn in 2024, with strong progress in profitability. BAT’s portfolio reflects our commitment to meeting the evolving and varied preferences of today’s adult consumers.

BAT is also reducing the use of natural resources, improving livelihoods, and delivering on its climate goals to be Net Zero across its value chain by 2050. BAT received a Triple A rating from CDP in 2024 for its disclosures on Climate Change, Water Security, and Forests, showcasing its commitment to environmental transparency and action.

Forward-looking statements

This release contains certain forward-looking statements, including "forward-looking" statements made within the meaning of the U.S. Private Securities Litigation Reform Act of 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 the implementation and completion of the Plan. These also include statements regarding our 2025 guidance, our commitment to deliver a sustainable share buy-back in 2025, our Smokeless product customer target ambition, our New Categories revenue target and our Sustainability targets.

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 release 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. A review of the reasons why actual results and developments may differ materially from the expectations disclosed or implied within forward-looking statements can be found by referring to the information contained under the heading "Group Principal Risks", including 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; the impact of Supply chain disruptions; 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; direct and indirect adverse impacts associated with Climate Change; direct and indirect adverse impacts associated with the move towards a Circular Economy; and Cyber Security risks caused by the heightened cyber-threat landscape and increased digital interactions with consumers, and changes to regulation,  in the 2024 Annual Report and Form 20-F of British American Tobacco p.l.c. (“BAT”). 

Additional information concerning these and other factors can be found in BAT's filings with the U.S. Securities and Exchange Commission ("SEC"), including the Annual Report on Form 20-F and Current Reports on Form 6-K, which may be obtained free of charge at the SEC's website, http://www.sec.gov and BAT’s Annual Reports, which may be obtained free of charge from the BAT website www.bat.com.

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 release 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.

Exhibit 2

British American Tobacco p.l.c.
TR-1: Notification of major holdings

1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attachedii:
British American Tobacco p.l.c.
1b. Please indicate if the issuer is a non-UK issuer (please mark with an “X” if appropriate)
Non-UK issuer
  
2. Reason for the notification (please mark the appropriate box or boxes with an “X”)
An acquisition or disposal of voting rights
X
An acquisition or disposal of financial instruments
  
An event changing the breakdown of voting rights
  
Other (please specify)iii:
  
3. Details of person subject to the notification obligationiv
Name
The Capital Group Companies, Inc.
City and country of registered office (if applicable)
Los Angeles, USA
4. Full name of shareholder(s) (if different from 3)v
Name
  
City and country of registered office (if applicable)
  
Name
  
City and country of registered office (if applicable)
  
Name
  
City and country of registered office (if applicable)
  
Name
  
City and country of registered office (if applicable)
  
Name
  
City and country of registered office (if applicable)
  
5. Date on which the threshold was crossed or reachedvi:
05/03/2025
6. Date on which issuer notified (DD/MM/YYYY):
06/03/2025

7. Total positions of person(s) subject to the notification obligation
 
% of voting rights
attached to shares
(total of 8. A)
% of voting rights
through financial
instruments
(total of 8.B 1 + 8.B 2)
Total of both in %
(8.A + 8.B)
Total number of
voting rights of issuervii
Resulting situation on the date on which threshold was crossed or reached
17.017042
0.000000
17.017042
375105434
Position of previous notification
(if applicable)
16.103223
0.000000
16.103223
  


8. Notified details of the resulting situation on the date on which the threshold was crossed or reachedviii
A: Voting rights attached to shares
Class/type of shares
ISIN code
(if possible)
Number of voting rightsix
% of voting rights
Direct
(Art 9 of Directive 2004/109/EC)
(DTR5.1)
Indirect
(Art 10 of Directive 2004/109/EC)
(DTR5.2.1)
Direct
(Art 9 of Directive 2004/109/EC)
(DTR5.1)
Indirect
(Art 10 of Directive 2004/109/EC)
(DTR5.2.1)
GB0002875804 Common Stock
  
303362312
  
13.762342
US1104481072 Depository Receipt
  
71743122
  
 
3.254700
 
SUBTOTAL 8. A
375105434
17.017042%


B 1: Financial Instruments according to Art. 13(1)(a) of Directive 2004/109/EC (DTR5.3.1.1 (a))
Type of financial instrument
Expiration datex
Exercise/Conversion Periodxi
Number of voting rights that may be acquired if the instrument is exercised/converted.
% of voting rights
N/A
        
   
SUBTOTAL 8. B 1
    


B 2: Financial Instruments with similar economic effect according to Art. 13(1)(b) of Directive 2004/109/EC (DTR5.3.1.1 (b))
Type of financial instrument
Expiration
datex
Exercise/Conversion Period xi
Physical or cash settlementxii
Number of voting rights
% of voting rights
           
     
SUBTOTAL 8.B.2
    


9. Information in relation to the person subject to the notification obligation (please mark the applicable box with an “X”)
Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuerxiii
  
Full chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held starting with the ultimate controlling natural person or legal entityxiv (please add additional rows as necessary)
X
Namexv
Name of controlled undertaking
% of voting rights
if it equals or is
higher than the
notifiable threshold
% of voting rights
through financial
instruments if it equals
or is higher than the
notifiable threshold
Total of both if it equals
or is higher than the
notifiable threshold
The Capital Group Companies, Inc.
Capital Research and Management Company
16.826201
  
16.826201%
The Capital Group Companies, Inc.
Capital International, Inc.
      
The Capital Group Companies, Inc.
Capital Group Private Client Services, Inc.
      
The Capital Group Companies, Inc.
Capital International Sarl
      
The Capital Group Companies, Inc.
Capital International Limited
      
The Capital Group Companies, Inc.
The Investment Company of America (a mutual fund managed by Capital Research and Management Company)
5.083602
  
5.083602%


10. In case of proxy voting, please identify:
Name of the proxy holder
  
The number and % of voting rights held
  
The date until which the voting rights will be held
  


11. Additional informationxvi
The Capital Group Companies, Inc. (”CGC”) is the parent company of Capital Research and Management Company (”CRMC”) and Capital Bank & Trust Company (”CB&T”). CRMC is a U.S.-based investment management company that serves as investment manager to the American Funds family of mutual funds, other pooled investment vehicles, as well as individual and institutional clients. CRMC and its investment manager affiliates manage equity assets for various investment companies through three divisions, Capital Research Global Investors, Capital International Investors and Capital World Investors. CRMC is the parent company of Capital Group International, Inc. (”CGII”), which in turn is the parent company of six investment management companies (”CGII management companies”): Capital International, Inc., Capital International Limited, Capital International Sàrl, Capital International K.K., Capital Group Private Client Services Inc, and Capital Group Investment Management Private Limited. CGII management companies primarily serve as investment managers to institutional and high net worth clients. CB&T is a U.S.-based registered investment adviser and an affiliated federally chartered bank.
Neither CGC nor any of its affiliates own shares of the Issuer for its own account. Rather, the shares reported on this Notification are owned by accounts under the discretionary investment management of one or more of the investment management companies described above.

Place of completion
Los Angeles
Date of completion
6 March 2025


Name of duly authorised officer of issuer responsible for making notification:

Christopher Worlock
Assistant Secretary
British American Tobacco p.l.c.

7 March 2025

Enquiries:

British American Tobacco Media Centre
+44 (0)20 7845 2888 (24 hours) │@BATPlc

Investor Relations
Victoria Buxton: +44 (0)20 7845 2012 | IR_team@bat.com

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