12 March 2025
British American Tobacco Announces
Pricing of $2,500,000,000 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 $2,500,000,000 aggregate principal amount of guaranteed debt
securities consisting of (1) $1,000,000,000 5.350% Notes due 2032,
(2) $1,000,000,000 5.625% Notes due 2035 and (3) $500,000,000
6.250% Notes due 2055 (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 13 March 2025, 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.
BofA Securities, Inc., Citigroup
Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs
& Co. LLC, HSBC Securities (USA) Inc. and Standard Chartered
Bank are acting as joint book-running managers for the offering.
BBVA Securities Inc., Commerz Markets LLC, Lloyds Securities Inc.
and Mizuho Securities USA LLC are acting as bookrunners. Bank of
China Limited, London Branch and SMBC Nikko Securities America,
Inc. are acting as co-managers.
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 BofA Securities, Inc. toll-free at
1-800-294-1322, Citigroup Global Markets Inc. toll-free at
1-800-831-9146, Deutsche Bank Securities Inc. toll-free at
1-800-503-4611, Goldman Sachs & Co. LLC toll-free at
1-866-471-2526, HSBC Securities (USA) Inc. toll-free at
1-866-811-8049 and Standard Chartered Bank toll-free at +44 2078
855739.
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 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'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. BAT's portfolio reflects our commitment to
meeting the evolving and varied preferences of today's adult
consumers.
* 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 2024 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 14 February 2025 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 (as
amended, 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 and the
expression an "offer" includes the communication in any form and by
any means of sufficient information on the terms of the offer and
the Notes to be offered so as to enable an investor to decide to
purchase or subscribe for the Notes.
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");
(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") and the expression "offer" includes the communication
in any form and by any means of sufficient information on the terms
of the offer and the Notes to be offered so as to enable an
investor to decide to purchase or subscribe for the
Notes.
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
+44 20 7845 2012/1124/1263
ir_team@bat.com
British American Tobacco Press Office
+44 (0) 20 7845 2888 (24 hours) |
@BATplc
press_office@bat.com