REG - British Amer.Tobacco - Result of Tender Offer

British American TobaccoAnnouncement

29/04/2024 12:45

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RNS Number : 4329M  British American Tobacco PLC  29 April 2024

PRESS RELEASE

British American Tobacco Announces Early Results of Its Previously Announced
Cash Capped Debt Tender Offers and Increase of the Maximum Tender Amount

London, United Kingdom; April 29, 2024 - British American Tobacco p.l.c.
("BAT") announces today the early results of the previously announced cash
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") 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, the "Offerors"), wholly owned subsidiaries of BAT.

In addition, the Offerors are increasing the maximum aggregate purchase price
(excluding accrued and unpaid interest) in the Tender Offers for both Offerors
and all series of Securities to £1.2 billion (such amended amount, the
"Maximum Tender Amount"). Except as provided above, the terms and conditions
of the Tender Offers remain unchanged.

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 Maximum Tender Amount has been reached, we will convert
the applicable aggregate purchase price payable with respect to the Dollar
Securities and Euro Securities validly tendered into Sterling using the
exchange rates of $1=£0.7997 and €1=£0.85645, respectively, as reported at
10:00 a.m., New York City time, on April 26, 2024, on the Bloomberg screen
page "BFIX" under the heading "USDGBP" and "EURGBP", respectively. Subject to
the determination of the relevant Reference Yields and calculation of the
applicable Total Consideration for the relevant series of Securities in the
manner described in the Offer to Purchase, the Offerors expect that Securities
validly tendered and not validly withdrawn prior to the Early Tender Deadline
having (i) Acceptance Priority Levels 1-5 will be accepted in full, (ii)
Acceptance Priority Level 6 will be accepted on a pro rata basis and (iii)
Acceptance Priority Level 7 will not be accepted.

As of 5:00 p.m., New York City time, on April 26, 2024 (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.

 Issuer of Security /  Title of Security                 CUSIP/ISIN               Principal Amount Outstanding  Principal Amount Tendered  Acceptance Priority Level

Offeror
 BATIF                 2.250% Guaranteed Notes due 2052  XS1488409977             £650,000,000                  £385,519,000               1
 BATIF                 4.000% Guaranteed Notes due 2055  XS1324911608             £350,000,000                  £169,682,000               2
 BATIF                 2.000% Guaranteed Notes due 2045  XS1203860934             €600,000,000                  €160,078,000               3
 BATCAP                3.984% Notes due 2050             05526DBU8/ US05526DBU81  $1,000,000,000                $687,038,000               4
 BATCAP                3.734% Notes due 2040             05526DBT1/ US05526DBT19  $750,000,000                  $344,435,000               5
 BATCAP                4.540% Notes due 2047             05526DBF1/ US05526DBF15  $2,500,000,000                $1,157,676,000             6
 BATCAP                4.758% Notes due 2049             05526DBK0/ US05526DBK00  $1,000,000,000                $388,247,000               7

 

The amount of each series of Securities that is purchased in the Tender Offers
on any Settlement Date will be determined in accordance with the acceptance
priority levels specified in the table above (the "Acceptance Priority
Level"), with 1 being the highest Acceptance Priority Level and 7 being the
lowest Acceptance Priority Level, subject to the Maximum Tender Amount and as
described in more detail in the Offer to Purchase.

The Total Consideration and Tender Offer Consideration for each series of
Securities accepted for purchase will be determined on April 29, 2024 at 10:00
a.m., New York City time. The Total Consideration and Tender Offer
Consideration for each series of Securities, together with the aggregate
principal amount of validly tendered Securities of each series that is
accepted for purchase and details of any proration, will be announced by a
separate release later on April 29, 2024.

The Tender Offers are being made upon and are subject to the terms and
conditions set forth in the Offer to Purchase, dated April 15, 2024 (as
amended, supplemented, modified and updated by Supplement No. 1 dated April
18, 2024 and as may be further amended or supplemented from time to time,
including by this press release, the "Offer to Purchase").  The Tender Offers
will expire at 5:00 p.m., New York City time, on May 13, 2024, unless extended
or earlier terminated (the "Expiration Date").  The Withdrawal Deadline was
5:00 p.m., New York City time, on April 26, 2024; therefore, Securities that
have been validly tendered and not validly withdrawn, and Securities tendered
after that date, may not be withdrawn unless otherwise required by applicable
law.

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.

All capitalized terms which are used but not defined in this announcement
shall have the meanings ascribed to them in the Offer to Purchase.

Citigroup Global Markets Limited, Merrill Lynch International, NatWest Markets
Plc and SMBC Nikko Capital Markets Limited 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 Offers website at
https://www.gbsc-usa.com/bata/ or by contacting the information and tender
agent in New York at +1 (212) 430-3774 (banks and brokers) or +1 (855)
654-2014 (U.S. Toll-Free) or by email at contact@gbsc-usa.com. Questions
regarding the Tender Offers should be directed to Citigroup Global Markets
Limited at +44 20 7986 8969 (London) or +1 (800) 558-3745 (U.S. Toll-Free) or
+1 (212) 723-6106 (U.S.) or by email at liabilitymanagement.europe@citi.com,
Merrill Lynch International at +44 207 996 5420 (Europe) or +1 (888) 292-0070
(U.S. Toll Free) or +1 (980) 387-3907 (U.S.) or by email at
DG.LM-EMEA@bofa.com, NatWest Markets at +44 20 7678 5222 (London) or +1 (800)
231-5380 (U.S. Toll Free) or +1 (203) 897 6166 (U.S.) or by email at
NWMliabilitymanagement@natwestmarkets.com or SMBC Nikko Capital Markets
Limited at +44 204 507 5043 or by email at
liability.management@smbcnikko-cm.com.

This announcement is for informational purposes 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.

 

This announcement is released by BAT and contains information that qualifies
as inside information for the purposes of Article 7 of the Market Abuse
Regulation (EU) No 596/2014 as it forms part of United Kingdom domestic law
("MAR"), encompassing information relating to the Tender Offers described
above. For the purposes of MAR, this announcement is made by Caroline Ferland,
Company Secretary.

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; 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; 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 and 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 sections captioned "Group Principal Risks" and
"Group Risk Factors" in the 2023 Form 20-F (as defined in the Offer to
Purchase).

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 and the Offer to Purchase 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 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 authorised
person for the purposes of section 21 of the Financial Services and Markets
Act 2000, as amended (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 only
be communicated to (1) those persons who are existing members or creditors of
the Offerors or other persons falling within Article 43 of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended
(the "Financial Promotion Order") and (2) any other persons to whom these
documents and/or materials may otherwise lawfully be communicated under the
Financial Promotion Order.

 

Belgium

The Tender Offers do not constitute a public offering within the meaning of
Articles 3, §1, 1° and 6, §1, of the Belgian Takeover Law. The Tender
Offers are exclusively conducted under applicable private placement exemptions
and have therefore not been, and will not be, notified to, and none of this
announcement, the Offer to Purchase and 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 announcement, the 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 announcement and the Offer to Purchase have 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 and therein 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. This announcement, the Offer to Purchase and any other documents or
offering materials relating to the Tender Offers have only been, and shall
only be, distributed in France toqualified investors (investisseurs
qualifiés) as defined in Article 2(e) of the Prospectus Regulation. None of
this announcement, the Offer to Purchase and any other documents or offering
materials has been or will be submitted to the clearance procedures (visa) of
the Autorité des marchés financiers.

Italy

None of the Tender Offers, this announcement, the 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:

Investor Relations

Victoria Buxton/Amy Chamberlain/John Harney/Jane Henderson

+44 (0) 20 7845 2012/1124/1263/1117

Press Office

+44 (0) 20 7845 2888 (24 hours) | @BATPlc

 

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