REG - British Amer.Tobacco - Pricing Notes Offering

British American TobaccoAnnouncement

16/02/2024 11:30

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RNS Number : 4411D  British American Tobacco PLC  16 February 2024

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
(http://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)
(https://www.sec.gov/Archives/edgar/data/1303523/000162828024004946/batprelim424b2february2024.htm)

The shelf registration statement is also available at:

F-3ASR (sec.gov)
(https://www.sec.gov/Archives/edgar/data/1275283/000119312522186774/d329246df3asr.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 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

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