REG - British Amer.Tobacco - Result of Tender Offer

British American TobaccoAnnouncement

29/10/2025 09:15

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RNS Number : 3179F  British American Tobacco PLC  29 October 2025

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON
LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS
(INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, AMERICAN SAMOA, WAKE ISLAND
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DISTRICT OF COLUMBIA (THE "UNITED STATES") OR IN OR INTO ANY OTHER
JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS
DOCUMENT.

29 October 2025

 

BRITISH AMERICAN TOBACCO p.l.c. ANNOUNCES FINAL RESULTS IN RESPECT OF ITS
TENDER OFFER FOR EURO-DENOMINATED PERPETUAL SUBORDINATED FIXED-TO-RESET RATE
NON-CALL 5.25 YEAR SECURITIES

 

In connection with the invitation by British American Tobacco p.l.c. (the
"Company") to holders of its outstanding €1,000,000,000 Perpetual
Subordinated Fixed-to-Reset Rate Non-Call 5.25 Year Securities with a current
coupon of 3.000 per cent. and its First Optional Redemption Date in 2026
(ISIN: XS2391779134) (the "Securities") to tender any and all of their
Securities for purchase by the Company for cash (the "Offer") announced on 21
October 2025, the Company announces today the final results of the Offer. The
Offer was made on the terms and subject to the conditions (including, without
limitation, the New Financing Condition) contained in the tender offer
memorandum dated 21 October 2025 (the "Tender Offer Memorandum") prepared by
the Company in respect of the Offer.

Capitalised terms used in this announcement but not defined have the meanings
given to them in the Tender Offer Memorandum.

The Expiration Deadline for the Offer was 4.00 p.m. (London time) on 28
October 2025.

At the Expiration Deadline, €806,844,000 in aggregate principal amount of
the Securities had been validly tendered pursuant to the Offer. The Company
announces that, subject to satisfaction, or waiver, of the New Financing
Condition on or prior to the Settlement Date, it will accept all validly
tendered Securities pursuant to the Offer.

 Description of the Securities                                                   ISIN / Common Code        Purchase Price                                                                Aggregate principal amount of Securities validly tendered and accepted  Aggregate principal amount of Securities outstanding after the Settlement Date
 €1,000,000,000 Perpetual Subordinated Fixed-to-Reset Rate Non-Call 5.25 Year    XS2391779134 / 239177913  100.375 per cent. (being €1,003.75 per €1,000 in principal amount of the      €806,844,000                                                            €193,156,000
 Securities                                                                                                Securities)

In addition to the Purchase Price, the Company will also pay holders of the
Securities (whose Securities are accepted for purchase by the Company) the
Accrued Interest Payment on the Settlement Date.

Securities purchased by the Company pursuant to the Offer will be cancelled on
the Settlement Date.

Subject to satisfaction, or waiver, of the New Financing Condition on or prior
to the Settlement Date, the expected Settlement Date for the Offer is 31
October 2025.

As the aggregate principal amount of the Securities validly tendered and
accepted for purchase pursuant to the Offer exceeds the 75 per cent. threshold
for the purposes of the Substantial Repurchase Event Redemption Option (as
further described in the Tender Offer Memorandum), the Company announces that
it currently intends, following the Settlement Date for the Offer, to exercise
such option in respect of the Securities which remain outstanding after the
Settlement Date, notice in respect of which will be given pursuant to and in
accordance with the terms and conditions of the Securities.

 THE DEALER MANAGERS
 Merrill Lynch International             Mizuho International plc                      NatWest Markets Plc

 2 King Edward Street                    30 Old Bailey                                 250 Bishopsgate

 London EC1A 1HQ                         London EC4M7AU                                London EC2M 4AA

 United Kingdom                          United Kingdom                                United Kingdom

 Telephone: +44 20 7996 5420             Telephone: +34 91 790 7559                    Telephone: +44 20 7678 5222

 Email: DG.LM-EMEA@bofa.com              Email: liabilitymanagement@uk.mizuho-sc.com   Email: NWMliabilitymanagement@natw

estmarkets.com
 Attention: Liability Management Group   Attention: Liability Management

                                             Attention: Liability Management

 THE TENDER AGENT
 Kroll Issuer Services Limited

 The News Building

 3 London Bridge Street

 London SE1 9SG

 United Kingdom

 Email: bat@is.kroll.com

Attention: Owen Morris

 

DISCLAIMER

This announcement must be read in conjunction with the Tender Offer
Memorandum. No offer or invitation to acquire any securities is being made
pursuant to this announcement. The distribution of this announcement and the
Tender Offer Memorandum in certain jurisdictions may be restricted by law.
Persons into whose possession this announcement and/or the Tender Offer
Memorandum comes are required by each of the Company, the Dealer Managers and
the Tender Agent to inform themselves about, and to observe, any such
restrictions.

Enquiries:

Media Centre

press_office@bat.com | @BATplc

Investor Relations

Victoria Buxton | IR_team@bat.com

 

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