Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]
11 Dicembre 2023 - 5:17PM
Edgar (US Regulatory)
6-K 1 form6-k.htm REPORT OF FOREIGN PRIVATE ISSUER
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
December 11, 2023
Commission File Number: 001-38159
BRITISH AMERICAN TOBACCO P.L.C.
(Translation of registrant’s name into English)
Globe House
4 Temple Place
London WC2R 2PG
United Kingdom
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F
☐
This report includes materials as exhibits that have been published and made available by British American Tobacco p.l.c. (the “Registrant”) as of December 11, 2023.
EXHIBIT INDEX
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
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British American Tobacco p.l.c.
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By:
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/s/ Claire Dhokia
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Name:
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Claire Dhokia
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Title:
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Deputy Company Secretary
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Date: December 11, 2023
Exhibit 1
British American Tobacco p.l.c.
Correction: Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them
This announcement replaces the notification of PDMR dealings released on 9 May 2023 at 16:00hrs GMT, 24 August 2023 at 15:40hrs GMT and 13 November 2023 at 15:00hrs GMT. Due to an administrative error, the number of
Deferred Stock Units credited to Holly Keller Koeppel were incorrectly reported. The total overstatement is 9.75 units, and the announcement below has been corrected to reflect these changes. All other information remains the same.
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1
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Details of the person discharging managerial responsibilities/person closely associated
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a)
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Name
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Holly Keller Koeppel
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2
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Reason for the notification
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a)
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Position/status
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Non-Executive Director
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b)
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Initial notification /Amendment
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Amendment
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3
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Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
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a)
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Name
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British American Tobacco p.l.c.
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b)
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LEI
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213800FKA5MF17RJKT63
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4
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Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been
conducted
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a)
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Description of the financial instrument, type of instrument
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Deferred Stock Units (“DSUs”) tracking the value of British American Tobacco p.l.c. American Depositary Shares (“ADSs”) in accordance with the terms of the Reynolds American Inc. Amended and Restated Deferred
Compensation Plan.
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| Identification code |
N/A because the transaction relates to financial instruments linked to the issuer’s
ADSs |
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b)
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Nature of the transaction
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Credit of additional DSUs by reference to the value of dividends declared on the ADSs underlying the DSUs.
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c)
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Price(s) and volume(s)
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Price(s)
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Volume(s)
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$Nil
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577.48
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d)
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Aggregated information
- Aggregated volume
- Price
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577.48
$Nil
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e)
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Date of the transaction
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2023-05-08
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f)
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Place of the transaction
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Outside a trading venue
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1
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Details of the person discharging managerial responsibilities/person closely associated
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a)
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Name
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Holly Keller Koeppel
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2
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Reason for the notification
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a)
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Position/status
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Non-Executive Director
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b)
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Initial notification /Amendment
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Amendment
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3
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Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
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a)
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Name
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British American Tobacco p.l.c.
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b)
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LEI
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213800FKA5MF17RJKT63
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4
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Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been
conducted
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a)
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Description of the financial instrument, type of instrument
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Deferred Stock Units (“DSUs”) tracking the value of British American Tobacco p.l.c. American Depositary Shares (“ADSs”) in accordance with the terms of the Reynolds American Inc. Amended and Restated Deferred
Compensation Plan.
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| Identification code |
N/A because the transaction relates to financial instruments linked to the issuer’s
ADSs |
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b)
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Nature of the transaction
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Credit of additional DSUs by reference to the value of dividends declared on the ADSs underlying the DSUs.
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c)
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Price(s) and volume(s)
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Price(s)
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Volume(s)
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$Nil
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670.27
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d)
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Aggregated information
- Aggregated volume
- Price
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670.27
$Nil
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e)
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Date of the transaction
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2023-08-23
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f)
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Place of the transaction
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Outside a trading venue
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1
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Details of the person discharging managerial responsibilities/person closely associated
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a)
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Name
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Holly Keller Koeppel
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2
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Reason for the notification
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a)
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Position/status
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Non-Executive Director
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b)
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Initial notification /Amendment
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Amendment
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3
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Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
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a)
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Name
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British American Tobacco p.l.c.
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b)
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LEI
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213800FKA5MF17RJKT63
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4
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Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been
conducted
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a)
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Description of the financial instrument, type of instrument
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Deferred Stock Units (“DSUs”) tracking the value of British American Tobacco p.l.c. American Depositary Shares (“ADSs”) in accordance with the terms of the Reynolds American Inc. Amended and Restated Deferred
Compensation Plan.
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| Identification code |
N/A because the transaction relates to financial instruments linked to the issuer’s
ADSs |
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b)
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Nature of the transaction
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Credit of additional DSUs by reference to the value of dividends declared on the ADSs underlying the DSUs.
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c)
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Price(s) and volume(s)
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Price(s)
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Volume(s)
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$Nil
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689.57
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d)
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Aggregated information
- Aggregated volume
- Price
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689.57
$Nil
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e)
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Date of the transaction
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2023-11-08
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f)
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Place of the transaction
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Outside a trading venue
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Name of officer of issuer responsible for making notification: Nancy Jiang
Date of notification: 11 December 2023
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Exhibit 2
British American Tobacco p.l.c.
TR-1: Notification of major holdings
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1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attachedii:
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British American Tobacco p.l.c.
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1b. Please indicate if the issuer is a non-UK issuer (please mark with an “X” if appropriate)
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Non-UK issuer
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2. Reason for the notification (please mark the appropriate box or boxes with an “X”)
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An acquisition or disposal of voting rights
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X
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An acquisition or disposal of financial instruments
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An event changing the breakdown of voting rights
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Other (please specify)iii:
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3. Details of person subject to the notification obligationiv
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Name
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Spring Mountain Investments Ltd
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City and country of registered office (if applicable)
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Camana Bay, George Town, Cayman Islands
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4. Full name of shareholder(s) (if different from 3)v
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Name
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LBS Limited
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City and country of registered office (if applicable)
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George Town, Grand Cayman, Cayman Islands
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Name
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Seneca Investments Limited
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City and country of registered office (if applicable)
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George Town, Grand Cayman, Cayman Islands
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Name
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Clarendon Hills Ltd.
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City and country of registered office (if applicable)
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George Town, Grand Cayman, Cayman Islands
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Name
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Northfield Investments Limited
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City and country of registered office (if applicable)
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George Town, Grand Cayman, Cayman Islands
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Name
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City and country of registered office (if applicable)
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5. Date on which the threshold was crossed or reachedvi:
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07 Dec 2023
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6. Date on which issuer notified (DD/MM/YYYY):
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08 Dec 2023
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7. Total positions of person(s) subject to the notification obligation
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% of voting rights
attached to shares
(total of 8. A)
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% of voting rights
through financial instruments
(total of 8.B 1 + 8.B 2)
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Total of both in %
(8.A + 8.B)
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Total number of voting
rights of issuervii
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Resulting situation on the date on which threshold was crossed or reached
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10.030787%
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0.00%
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10.030787%
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224,329,318
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Position of previous notification (if applicable)
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9.006076%
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0.00%
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9.006076%
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8. Notified details of the resulting situation on the date on which the threshold was crossed or reachedviii
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A: Voting rights attached to shares
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Class/type of shares
ISIN code (if possible)
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Number of voting rightsix
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% of voting rights
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Direct
(Art 9 of Directive 2004/109/EC)
(DTR5.1)
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Indirect
(Art 10 of Directive 2004/109/EC)
(DTR5.2.1)
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Direct
(Art 9 of Directive 2004/109/EC)
(DTR5.1)
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Indirect
(Art 10 of Directive 2004/109/EC)
(DTR5.2.1)
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GB0002875804 Common Stock
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219,048,407
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0
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9.794653%
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0.00%
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US1104481072 Depository Receipt
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5,280,911
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0
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0.236134%
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0.00%
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SUBTOTAL 8. A
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224,329,318
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10.030787%
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B 1: Financial Instruments according to Art. 13(1)(a) of Directive 2004/109/EC (DTR5.3.1.1 (a))
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Type of financial instrument
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Expiration datex
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Exercise/Conversion Periodxi
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Number of voting rights that may be acquired if the instrument is
exercised/converted.
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% of voting rights
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N/A
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SUBTOTAL 8. B 1
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B 2: Financial Instruments with similar economic effect according to Art. 13(1)(b) of Directive 2004/109/EC (DTR5.3.1.1 (b))
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Type of financial instrument
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Expiration datex
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Exercise/Conversion Period xi
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Physical or cash settlementxii
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Number of voting rights
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% of voting rights
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N/A
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SUBTOTAL 8.B.2
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9. Information in relation to the person subject to the notification obligation (please mark the applicable box with an “X”)
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Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuerxiii
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Full chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held starting with the ultimate controlling natural person or legal entityxiv (please add additional rows as necessary)
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X
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Namexv
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Name of
controlled undertaking
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% of voting rights
if it equals or is
higher than the
notifiable threshold
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% of voting rights
through financial
instruments if it
equals or is higher
than the notifiable
threshold
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Total of both if
it equals or is
higher than the
notifiable
threshold
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Kenneth Bryan Dart
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0.000000
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0.000000
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0.000000%
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Kenneth Bryan Dart
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Portfolio Services Ltd
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0.000000
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0.000000
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0.000000%
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Kenneth Bryan Dart
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LBS Limited
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0.000000
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0.000000
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0.000000%
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Kenneth Bryan Dart
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Northfield Investments Limited
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0.000000
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0.000000
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0.000000%
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Kenneth Bryan Dart
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Seneca Investments Limited
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0.000000
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0.000000
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0.000000%
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Kenneth Bryan Dart
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Spring Mountain Investments Ltd
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7.731596
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0.000000
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7.731596%
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Kenneth Bryan Dart
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Clarendon Hills Ltd
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0.000000
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0.000000
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0.000000%
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10. In case of proxy voting, please identify:
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Name of the proxy holder
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N/A
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The number and % of voting rights held
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N/A
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The date until which the voting rights will be held
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N/A
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11. Additional informationxvi
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N/A
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Place of completion
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Grand Cayman, Cayman Islands
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Date of completion
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8 Dec 2023
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Name of duly authorised officer of issuer responsible for making notification:
Nancy Jiang
Senior Assistant Company Secretary
British American Tobacco p.l.c.
11 Dec 2023
Enquiries:
British American Tobacco Media Centre
+44 (0)20 7845 2888 (24 hours) │@BATPlc
Investor Relations
Victoria Buxton / Amy Chamberlain / Yetunde Ibe / John Harney / Jane Henderson:
+44 (0)20 7845 2012 / 1124 / 1095 / 1263 / 1117
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