REG - British Amer.Tobacco - Tender Offer

British American TobaccoAnnouncement

21/10/2025 09:00

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RNS Number : 1980E  British American Tobacco PLC  21 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
AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OR THE
DISTRICT OF COLUMBIA (THE "UNITED STATES") OR IN OR INTO ANY OTHER
JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS
DOCUMENT (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW).

 

21 October 2025

 

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

 

British American Tobacco p.l.c. (the "Company") announces today an invitation
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 such Securities for
purchase by the Company for cash (the "Offer"). The Offer is being made on the
terms and subject to the conditions (including, without limitation, the New
Financing Condition (as defined below)) contained in the tender offer
memorandum dated 21 October 2025 (the "Tender Offer Memorandum") prepared by
the Company in respect of the Offer, and is subject to the offer and
distribution restrictions set out below and as more fully described in the
Tender Offer Memorandum.

Copies of the Tender Offer Memorandum are (subject to offer and distribution
restrictions) available from the Tender Agent as set out below. Capitalised
terms used in this announcement but not defined have the meanings given to
them in the Tender Offer Memorandum.

Summary of the Offer

 Description of the Securities                                                   ISIN / Common Code        Coupon until the First Reset Date(1)  First Optional Redemption Date(2) / First Reset Date                        Outstanding aggregate principal amount  Purchase Price(3)

                                                                                                                                                                                                                                                                                                                                                   Amount subject to the Offer
 €1,000,000,000 Perpetual Subordinated Fixed-to-Reset Rate Non-Call 5.25 Year    XS2391779134 / 239177913  3.000 per cent. p.a.                  Any Business Day from (and including) 27 September 2026 / 27 December 2026  €1,000,000,000                          100.375 per cent. (being €1,003.75 per €1,000 in principal amount of the      Any and all
 Securities                                                                                                                                                                                                                                                          Securities)
 1. "First Reset Date" has the meaning given in the terms and conditions of the
 Securities.

 2. The terms and conditions of the Securities provide for an optional call at
 par (together with any accrued and unpaid interest up to (but excluding) the
 redemption date and including any accrued but unpaid Deferred Interest (as
 defined in the terms and conditions of the Securities)) at the Company's
 option on any Business Day (as defined in the terms and conditions of the
 Securities) from (and including) 27 September 2026 to (and including) 27
 December 2026 (being the First Reset Date) or on any Interest Payment Date
 thereafter (as defined in the terms and conditions of the Securities). See
 also "Substantial Repurchase Event Redemption Option if 75 per cent. of more
 of the Securities are purchased in the Offer and Related Company Intentions"
 below.

 3. 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 (as defined in the Tender Offer Memorandum) on the
 Settlement Date.

Rationale for the Offer

The purpose of the Offer in conjunction with the planned issuance of the New
Securities is, among other things, to proactively manage the Company's hybrid
capital portfolio. The Offer also provides Securityholders with the
opportunity to sell their Securities ahead of the upcoming First Optional
Redemption Date and to apply for priority in the allocation of the New
Securities, as more fully described in the Tender Offer Memorandum.

Securities purchased in the Offer will be cancelled.

Substantial Repurchase Event Redemption Option if 75 per cent. or more of the
Securities are purchased in the Offer and Related Company Intentions

Under the terms and conditions of the Securities, in the event that 75 per
cent. or more in the principal amount of the Securities initially issued has
been purchased by the Company (and the Company has effected the corresponding
cancellations), the Company may, at its option and subject to having given not
less than 10 nor more than 30 days' notice to (amongst others) the
Securityholders, redeem all of the remaining outstanding Securities at their
principal amount, together with any accrued and unpaid interest (and including
any accrued but unpaid Deferred Interest (as defined in the terms and
conditions of the Securities)), up to (but excluding) the redemption date. As
at the date of this announcement, it is the intention of the Company to
exercise the above-mentioned option if (i) such threshold is met and (ii) the
Company has accepted all validly tendered Securities pursuant to the Offer in
full. However, there can be no assurance, in the event such threshold is met,
as to whether or when the Company will choose to exercise its option to redeem
the Securities. Any future decision by the Company to redeem the outstanding
Securities will depend on various factors existing at that time and such a
decision would be taken following the Settlement Date of the Offer. No
assurance can be given that the 75 per cent. threshold described above will or
will not be met pursuant to the Offer.

Holders of the Securities should note that, if the Company becomes entitled
to, and decides to, exercise such optional redemption right under the terms
and conditions of the Securities, holders of the Securities who do not
participate in the Offer will receive a lower price for their Securities than
they would have done pursuant to the Offer.

Amount subject to the Offer

The Company intends to accept for purchase any and all Securities validly
tendered pursuant to the Offer on the terms and subject to the conditions
contained in the Tender Offer Memorandum; however, until the Company announces
the results of the Offer, no assurance can be given that any tenders will be
accepted. The acceptance of any Securities for purchase is at the sole and
absolute discretion of the Company and the Company reserves the sole and
absolute right not to accept any Securities for purchase. No scaling will be
applied to Tender Instructions that are accepted pursuant to the Offer.

New Financing Condition

The Company announced today its intention to issue two series of new
euro-denominated hybrid capital securities (together, the "New Securities").
Whether the Company will accept for purchase any Securities validly tendered
in the Offer and complete the Offer is subject, without limitation, to the
successful completion (in the sole and absolute discretion of the Company) of
the issue of the New Securities (the "New Financing Condition") unless the
Company, in its sole and absolute discretion, elects to waive the New
Financing Condition.

Even if the New Financing Condition is satisfied, or waived, the Company is
under no obligation to accept for purchase any Securities validly tendered
pursuant to the Offer. The acceptance for purchase by the Company of
Securities validly tendered pursuant to the Offer is at the sole and absolute
discretion of the Company, and tenders may be rejected by the Company for any
reason.

New Securities Priority

Holders of Securities that wish to subscribe for New Securities in addition to
tendering Securities for purchase pursuant to the Offer may, at the sole and
absolute discretion of the Company, receive priority (the "New Securities
Priority") in the allocation of the New Securities, subject to: (i) the issue
of the New Securities, (ii) such holder indicating their firm intention to
tender their Securities to the Company or any Dealer Manager (as set out
below) and (iii) such holder making a separate application for the purchase of
such New Securities to one of the Joint Lead Managers of the issue of the New
Securities in accordance with the standard new issue allocation processes and
procedures of such Joint Lead Manager.

A key factor in the allocation of the New Securities will be whether holders
of Securities have validly tendered or indicated their firm intention to the
Company or any Dealer Manager to tender their Securities. When considering
allocation of each series of New Securities, the Company intends, but is not
obligated, to give preference to those holders of Securities who, prior to
such allocation, have validly tendered or indicated their firm intention to
the Company or any Dealer Manager to tender the Securities (and confirmed the
principal amount of Securities that they so intend to tender) and subscribe
for New Securities. However, the Company is not obliged to allocate the New
Securities to a holder of Securities who has validly tendered or indicated a
firm intention to tender the Securities pursuant to the Offer and any amount
allocated may be more or less than the aggregate principal amount of
Securities validly tendered, or in respect of which a firm intention to tender
has been indicated, by such holder of Securities. Any allocation of the New
Securities, while being considered by the Company as set out above, will be
made in accordance with customary new issue allocation processes and
procedures. In the event that a holder validly tenders Securities pursuant to
the Offer, such Securities will remain subject to such tender as well as the
conditions of the Offer as set out in the Tender Offer Memorandum,
irrespective of whether that holder receives all, part or none of any
allocation of New Securities for which it has applied.

To request New Securities Priority and/or further details, a holder of
Securities should contact any of the Dealer Managers, the contact details for
which are set out below. The pricing of each series of the New Securities is
expected to take place prior to the Expiration Deadline and, as such, holders
of Securities are advised to contact a Dealer Manager as soon as possible
prior to the Expiration Deadline in order to tender or provide an indication
of their firm intention to tender their Securities and the amount that such
holder intends to tender.

Any investment decision to purchase any New Securities should be made solely
on the basis of the information contained in the Prospectus to be prepared by
the Company and pursuant to which each series of the New Securities is
intended to be issued (the "Prospectus"), and no reliance is to be placed on
any representations other than those contained in the Prospectus. Subject to
compliance with all applicable securities laws and regulations, a preliminary
version of the Prospectus dated 21 October 2025 (the "Preliminary Prospectus")
is (and once published, the Prospectus will be) available from one of the
Joint Lead Managers of the issue of the New Securities, on request. In
addition, the Prospectus will (once published) be available at:
http://www.londonstockexchange.com/exchange/news/market-news/market-news-home.html.

Holders who may wish to subscribe for New Securities should carefully consider
all of the information in the Preliminary Prospectus, and (once published) the
Prospectus, including (but not limited to) the risk factors therein.

The New Securities are not being, and will not be, offered or sold in the
United States. Nothing in this announcement or the Tender Offer Memorandum
constitutes an offer to sell or the solicitation of an offer to buy the New
Securities in the United States or any other jurisdiction. Securities may not
be offered, sold or delivered in the United States absent registration under,
or an exemption from the registration requirements of, the United States
Securities Act of 1933, as amended (the "Securities Act"). The New Securities
have not been, and will not be, registered under the Securities Act or the
securities laws of any state or other jurisdiction of the United States and
may not be offered, sold or delivered, directly or indirectly, within the
United States or to, or for the account or benefit of, U.S. persons (as
defined in Regulation S under the Securities Act).

Compliance information for each series of the New Securities: UK MiFIR
professionals / ECPs-only / No EEA or UK PRIIPS KID - Manufacturer target
market (UK MiFIR product governance) is eligible counterparties and
professional clients only (all distribution channels). No EEA or UK PRIIPs key
information document (KID) has been prepared as not available to retail in the
EEA or the UK.

No action has been or will be taken in any jurisdiction in relation to the New
Securities that would permit a public offering of securities and the minimum
denomination of the New Securities of each series will be €100,000.

Purchase Price and Accrued Interest

The Company will, on the Settlement Date, for Securities validly tendered for
purchase pursuant to the Offer and accepted for purchase by the Company, pay a
fixed purchase price of 100.375 per cent. of the principal amount of such
Securities (being €1,003.75 per €1,000 in principal amount of such
Securities) (the "Purchase Price").

In addition to the Purchase Price, the Company will also pay an Accrued
Interest Payment in respect of Securities accepted for purchase pursuant to
the Offer.

General

The Offer begins on 21 October 2025 and will expire at 4.00 p.m. (London time)
on 28 October 2025 (the "Expiration Deadline"), unless extended, re-opened,
amended, withdrawn and/or terminated by the Company (in its sole and absolute
discretion), as provided in the Tender Offer Memorandum.

In order to participate in, and be eligible to receive the Purchase Price and
Accrued Interest Payment pursuant to the Offer, Securityholders must validly
tender their Securities by delivering, or arranging to have delivered on their
behalf, a valid Tender Instruction that is received by the Tender Agent by the
Expiration Deadline. The deadlines set by any intermediary and each Clearing
System for the submission of Tender Instructions will be earlier than the
relevant deadline specified above.

Tender Instructions will be irrevocable except in the limited circumstances
described in the Tender Offer Memorandum.

Tender Instructions must be submitted in respect of a principal amount of
Securities of no less than €1,000, and may be submitted in integral
multiples of €1,000 above such minimum amount. In order to be eligible for
New Securities Priority, a Securityholder must submit a Tender Instruction in
respect of a principal amount of Securities of no less than €100,000 (being
the minimum denomination of the New Securities).

Indicative Timetable for the Offer

 Events                                                                           Times and Dates
                                                                                  (all times are London time)
 Launch Date                                                                      21 October 2025

 Announcement by the Company of the Offer.

 Tender Offer Memorandum available from the Tender Agent.

 Commencement of the tender offer period.
 Expiration Deadline                                                              4.00 p.m. on 28 October 2025

 Final deadline for receipt of valid Tender Instructions by the Tender Agent in
 order for Securityholders to be able to participate in the Offer.
 Announcement of Results                                                          As soon as practicable on the Business Day immediately following the

                                                                                Expiration Deadline
 Announcement by the Company of its decision on whether to accept (subject to
 satisfaction, or waiver, of the New Financing Condition and the other
 conditions described in the Tender Offer Memorandum) valid tenders of
 Securities pursuant to the Offer and, if so accepted, the aggregate principal
 amount of Securities accepted for purchase and the aggregate principal amount
 of Securities that will remain outstanding after the Settlement Date.
 Settlement Date                                                                  Expected to be on 31 October 2025

 Subject to satisfaction, or waiver, of the New Financing Condition and the
 other the conditions described in the Tender Offer Memorandum, payment of the
 Purchase Price and the Accrued Interest Payment in respect of the Securities
 accepted for purchase.

 

The times and dates set out above and in the Tender Offer Memorandum may
(subject to applicable law) be extended, re-opened and/or amended by the
Company (in its sole and absolute discretion), or the Offer withdrawn and/or
terminated by the Company (in its sole and absolute discretion), in each case
in accordance with the terms of the Offer as described in the Tender Offer
Memorandum. Accordingly, the actual timetable may differ significantly from
the timetable above.

All announcements will be made by the Company by (i) publication through RNS
and (ii) delivery of notices to the Clearing Systems for communication to
Direct Participants. Such announcements may also be made on the relevant
Informa IGM Screen Insider service and/or by the issue of a press release to a
Notifying News Service. Copies of all such announcements, press releases and
notices can also be obtained upon request from the Tender Agent, the contact
details for which are set out below. Significant delays may be experienced in
respect of notices delivered to the Clearing Systems and Securityholders are
urged to contact the Tender Agent for the relevant announcements, the contact
details for which are set out below.

Securityholders are advised to check with any bank, securities broker or other
intermediary through which they hold Securities when such intermediary would
need to receive instructions from a Securityholder in order for that
Securityholder to be able to participate in, or (in the limited circumstances
in which revocation is permitted) revoke their instruction to participate in,
the Offer before the deadlines specified above and in the Tender Offer
Memorandum. The deadlines set by any such intermediary and each Clearing
System for the submission of Tender Instructions will be earlier than the
relevant deadlines specified above and in the Tender Offer Memorandum.

Further Information

Securityholders are advised to read carefully the Tender Offer Memorandum for
full details of, and information on the procedures for participating in, the
Offer.

Requests for information in relation to the Offer should be directed to:

 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

Requests for information in relation to the procedures for tendering
Securities in, and for any documents or materials relating to, the Offer
should be directed to:

 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

 Website: https://deals.is.kroll.com/bat

DISCLAIMER

This announcement must be read in conjunction with the Tender Offer
Memorandum. This announcement and the Tender Offer Memorandum contain
important information which should be read carefully before any decision is
made with respect to the Offer. Any Securityholder who is in any doubt as to
the contents of this announcement and the Tender Offer Memorandum or the
action it should take is recommended to seek its own financial and legal
advice, including in respect of any financial, accounting and tax
consequences, immediately from its broker, bank manager, solicitor, accountant
or other independent financial, tax or legal adviser. Any individual or
company whose Securities are held on its behalf by a broker, dealer, bank,
custodian, trust company or other nominee must contact such entity if it
wishes to tender such Securities in the Offer. None of the Company, the Dealer
Managers or the Tender Agent makes any recommendation whether the
Securityholders should tender Securities in the Offer.

Offer and Distribution Restrictions

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 come(s) are required by
each of the Company, the Dealer Managers and the Tender Agent to inform
themselves about and to observe any such restrictions. Neither this
announcement nor the Tender Offer Memorandum nor the electronic transmission
thereof constitutes an offer to buy or the solicitation of an offer to sell
Securities (and tenders of Securities in the Offer will not be accepted from
Securityholders) in any circumstances in which such offer or solicitation is
unlawful. In those jurisdictions where the securities, blue sky or other laws
requires the Offer to be made by a licensed broker or dealer and a Dealer
Manager or any of its affiliates is such a licensed broker or dealer in any
such jurisdiction, the Offer shall be deemed to be made on behalf of the
Company by such Dealer Manager or such affiliate (as the case may be) in such
jurisdiction.

Nothing in this announcement, the Tender Offer Memorandum or the electronic
transmission thereof constitutes an offer to sell or the solicitation of an
offer to buy the New Securities in the United States or any other
jurisdiction.

No action has been or will be taken in any jurisdiction in relation to the New
Securities that would permit a public offering of securities and the minimum
denomination of each series of New Securities will be €100,000.

United States. The Offer is not being made, and will not be made, directly or
indirectly, in or into, or by use of the mail of, or by any means or
instrumentality of interstate or foreign commerce of, or of any facilities of
a national securities exchange of, the United States. This includes, but is
not limited to, facsimile transmission, electronic mail, telex, telephone, the
internet and other forms of electronic communication. The Securities may not
be tendered in the Offer by any such use, means, instrumentality or facility
from or within the United States or by persons located or resident in the
United States as defined in Regulation S of the Securities Act. Accordingly,
copies of this announcement, the Tender Offer Memorandum and any other
documents or materials relating to the Offer are not being, and must not be,
directly or indirectly, mailed or otherwise transmitted, distributed or
forwarded (including, without limitation, by custodians, nominees or trustees)
in or into the United States or to any persons located or resident in the
United States. Any purported tender of Securities in the Offer resulting
directly or indirectly from a violation of these restrictions will be invalid
and any purported tender of Securities made by, or by any person acting for
the account or benefit of, a person located in the United States or any agent,
fiduciary or other intermediary acting on a non-discretionary basis for a
principal giving instructions from within the United States will be invalid
and will not be accepted.

This announcement and the Tender Offer Memorandum are not an offer to buy or
sell, or a solicitation of an offer to sell or buy, securities in the United
States or to U.S. Persons (as defined in Regulation S of the Securities Act
(each a "U.S. Person")). Securities may not be offered or sold in the United
States absent registration under, or an exemption from the registration
requirements of, the Securities Act. The New Securities have not been, and
will not be, registered under the Securities Act or the securities laws of any
state or other jurisdiction of the United States, and may not be offered, sold
or delivered, directly or indirectly, in the United States or to, or for the
account or benefit of, U.S. Persons.

Each holder of Securities participating in the Offer will represent that it is
not located in the United States and is not participating in the Offer from
the United States, or it is acting on a non-discretionary basis for a
principal located outside the United States that is not giving an order to
participate in the Offer from the United States. For the purposes of this and
the above two paragraphs, "United States" means the United States of America,
its territories and possessions (including Puerto Rico, the U.S. Virgin
Islands, American Samoa, Wake Island and the Northern Mariana Islands), any
state of the United States of America and the District of Columbia.

United Kingdom. The communication of this announcement, the Tender Offer
Memorandum and any other documents or materials relating to the Offer 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. 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 as a
financial promotion is only being made to those persons in the United Kingdom
falling within the definition of investment professionals (as defined in
Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Financial Promotion Order")) or within
Article 43 of the Financial Promotion Order, or to any other persons to whom
it may otherwise lawfully be made under the Financial Promotion Order
(together, "relevant persons"). Any investment or investment activity to which
this announcement or the Tender Offer Memorandum relates is available only to
relevant persons and will be engaged in only with relevant persons (and is
subject to other restrictions referred to in the Financial Promotion Order).

Italy. None of the Offer, this announcement, the Tender Offer Memorandum or
any other documents or materials relating to the Offer have been or will be
submitted to the clearance procedures of the Commissione Nazionale per le
Società e la Borsa ("CONSOB") pursuant to Italian laws and regulations. The
Offer is being carried out in the Republic of Italy ("Italy") as an exempted
offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree
No. 58 of 24 February 1998, as amended (the "Financial Services Act") and
article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as
amended. Accordingly, Securityholders or beneficial owners of the Securities
that are located in Italy may tender their Securities for purchase in the
Offer through authorised persons (such as investment firms, banks or financial
intermediaries permitted to conduct such activities in the Italy in accordance
with the Financial Services Act, CONSOB Regulation No. 20307 of 15 February
2018, as amended from time to time, and Legislative Decree No. 385 of 1
September 1993, as amended) and in compliance with applicable laws and
regulations or with 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 Offer.

France. The Offer is not being made, directly or indirectly, to the public in
the Republic of France ("France"). Neither this announcement, the Tender Offer
Memorandum nor any other document or material relating to the Offer has been
or shall be distributed to the public in France except to qualified investors
(investisseurs qualifiés) (as defined in Article 2(e) of Regulation (EU)
2017/1129, as amended, and Article L.411-2 of the French Code monétaire et
financier as amended from time to time) who are eligible to participate in the
Offer. None of this announcement or the Tender Offer Memorandum or any other
document or material relating to the Offer has been or will be submitted for
clearance to nor approved by the Autorité des Marchés Financiers.

Belgium. The Offer is not being made, and will not be made or advertised,
directly or indirectly, to any individual in Belgium qualifying as a consumer
within the meaning of Article I.1 the Belgian Code of Economic Law, as amended
(a "Consumer") and none of this announcement, the Tender Offer Memorandum or
any other documents or materials relating to the Offer have been or will be
and may not be distributed, directly or indirectly, in Belgium to Consumers.

 

Enquiries:

Media Centre

press_office@bat.com | @BATplc

Investor Relations

Victoria Buxton | IR_team@bat.com

 

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