TIDMBATS
RNS Number : 9266H
British American Tobacco PLC
01 August 2023
August 1, 2023
British American Tobacco Announces Pricing of $5,000,000,000
Notes Offerings
British American Tobacco p.l.c. ("BAT") today announces that
B.A.T Capital Corporation and B.A.T. International Finance p.l.c.
(collectively, the "Issuers"), wholly owned subsidiaries of BAT,
have priced offerings of $5,000,000,000 aggregate principal amount
of guaranteed debt securities.
B.A.T Capital Corporation has priced an offering of
$4,000,000,000 aggregate principal amount of guaranteed debt
securities consisting of (1) $1,000,000,000 6.343% Notes due 2030;
(2) $1,250,000,000 6.421% Notes due 2033; (3) $750,000,000 7.079%
Notes due 2043 and (4) $1,000,000,000 7.081% Notes due 2053
(collectively, the "BATCAP Notes").
The BATCAP 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., B.A.T. Netherlands Finance B.V.
("BATNF") and, unless its guarantee is released in accordance with
the relevant indenture, Reynolds American Inc. ("RAI").
In addition, B.A.T. International Finance p.l.c. has priced an
offering of $1,000,000,000 5.931% Notes due 2029 (the "BATIF Notes"
and, together with the BATCAP Notes, the "Notes").
The BATIF Notes will be fully and unconditionally guaranteed on
a senior and unsecured and joint and several basis by BAT, B.A.T
Capital Corporation, BATNF and, unless its guarantee is released in
accordance with the relevant indenture, RAI.
The issuance of the Notes is expected to close on August 2,
2023, subject to customary closing conditions. The completion of
the offering of the BATCAP Notes is conditional on the completion
of the offering of the BATIF Notes and the completion of the
offering of the BATIF Notes is conditional on the completion of the
offering of the BATCAP Notes.
BAT intends to use the net proceeds of the offering of the Notes
to provide funds for the purchase of tender offer notes in the
tender offers launched by the Issuers and RAI and any remaining net
proceeds are expected to be used for general corporate purposes,
which may include debt refinancing, which may take the form of
tender offers, redemptions, repayments of existing indebtedness,
repurchases or other transactions.
BofA Securities, Inc., Deutsche Bank Securities Inc., Goldman
Sachs & Co. LLC, Santander US Capital Markets LLC and Wells
Fargo Securities, LLC are acting as joint book-running managers for
the offering. Citigroup Global Markets Inc., Commerz Markets LLC,
Mizuho Securities USA LLC and SMBC Nikko Securities America, Inc.
are acting as bookrunners for the offering. Bank of China Limited,
London Branch, Barclays Capital Inc., BBVA Securities Inc., HSBC
Securities (USA) Inc., Lloyds Securities Inc., NatWest Markets
Securities Inc. and Standard Chartered Bank are acting as
co-managers 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 . A preliminary prospectus supplement and an
accompanying prospectus describing the terms of the offering and
other information relating to the Issuers, 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, Deutsche Bank Securities Inc.
toll free at 1-800-503-4611, Goldman Sachs & Co. LLC toll-free
at 1-866-471-2526, 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:
424B5 (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, multi-category consumer goods business with a
purpose to build A Better Tomorrow(TM) by reducing the health
impact of its business through offering a greater choice of
enjoyable and less risky products for adult consumers.
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 employs over 50,000 people. The BAT Group generated revenue
of GBP13.44 billion in the first half of 2023 and profit from
operations of GBP5.93 billion.
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 2022 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 2 March 2023 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"); or (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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