Form SC 13G/A - Statement of acquisition of beneficial ownership by individuals: [Amend]
26 Gennaio 2024 - 10:56PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of
1934
(Amendment No. 4)*
British American Tobacco
PLC
(Name of Issuer)
ORDINARY SHARES
(Title of Class of Securities)
110448107
(CUSIP Number)
Mark VanDevelde, 10 Market
Street, #773 Camana Bay Grand Cayman, KY1-9006 CAYMAN ISLANDS, 345-640-3300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 31, 2023
(Date of Event which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule
13d-1(b)
☒ Rule
13d-1(c)
☐ Rule
13d-1(d)
* The remainder of this cover
page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder
of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act")
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
CUSIP No. 110448107 |
Page 2 of 7 |
13G/A |
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1. |
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
PORTFOLIO SERVICES LTD. |
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2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ¨
(b) ¨ |
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3. |
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SEC USE ONLY
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4. |
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CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
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5. |
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SOLE VOTING POWER
0 |
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6. |
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SHARED VOTING POWER
234,328,476 |
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7. |
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SOLE DISPOSITIVE POWER
0 |
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8. |
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SHARED DISPOSITIVE POWER
234,328,476 |
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9. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
234,328,476 |
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10. |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ¨ |
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11. |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.5% |
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12. |
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TYPE OF REPORTING PERSON (see instructions)
CO |
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CUSIP No. 110448107 |
Page 3 of 7 |
13G/A |
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1. |
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
KENNETH B. DART |
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2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ¨
(b) ¨ |
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3. |
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SEC USE ONLY
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4. |
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CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
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5. |
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SOLE VOTING POWER
0 |
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6. |
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SHARED VOTING POWER
234,328,476 |
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7. |
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SOLE DISPOSITIVE POWER
0 |
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8. |
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SHARED DISPOSITIVE POWER
234,328,476 |
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9. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
234,328,476 |
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10. |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ¨ |
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11. |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.5% |
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12. |
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TYPE OF REPORTING PERSON (see instructions)
IN |
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CUSIP No. 110448107 |
Page 4 of 7 |
13G/A |
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Item 1.
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(a) |
Name of Issuer
BRITISH AMERICAN TOBACCO PLC |
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(b) |
Address of Issuer’s Principal Executive Offices
GLOBE HOUSE, 4 TEMPLE PLACE, LONDON WC2R 2PG, UNITED KINGDOM |
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Item 2.
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(a) |
Name of Person Filing
1) PORTFOLIO SERVICES LTD.
Portfolio Services Ltd. is a holding company that wholly owns several subsidiaries
that hold the securities reported herein.
2) KENNETH B. DART
Mr. Dart is the beneficial owner of all of the outstanding shares of Portfolio Services
Ltd. |
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(b) |
Address of the Principal Office or, if none, residence
1) 10 Market Street, #773
Camana Bay
Grand Cayman, KY1-9006 CAYMAN ISLANDS
2) P.O. Box 31300
Grand Cayman, KY1-1206 CAYMAN ISLANDS |
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(c) |
Citizenship
1) CAYMAN ISLANDS
2) BRITISH OVERSEAS TERRITORY CITIZEN CAYMAN ISLANDS |
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(d) |
Title of Class of Securities
ORDINARY SHARES |
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(e) |
CUSIP Number
110448107 |
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CUSIP No. 110448107 |
Page 5 of 7 |
13G/A |
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Item 3. If this statement is filed pursuant
to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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(a) |
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
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(b) |
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
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(c) |
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
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(d) |
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
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(e) |
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
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(f) |
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
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(g) |
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
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(h) |
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
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(i) |
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
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(j) |
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Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
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Item 4. Ownership.
Provide the following information regarding the aggregate
number and percentage of the class of securities of the issuer identified in Item 1.
The percentage ownership noted in this Schedule 13G/A is
based on 2,236,408,054 shares outstanding as of December 29, 2023, as reported in Exhibit 1 of the Issuer’s 6K filed with the
U.S. Securities and Exchange Commission on January 2, 2024.
As of the date of this filing Portfolio Services Ltd., wholly owned subsidiaries
of Portfolio Services, Ltd., and Mr. Dart beneficially own in aggregate the following:
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(a) |
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Amount beneficially owned: 234,328,476 |
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(b) |
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Percent of class: 10.5% |
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(c) |
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Number of shares as to which the person has: |
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(i) |
Sole power to vote or to direct the vote 0 |
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(ii) |
Shared power to vote or to direct the vote 234,328,476 |
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(iii) |
Sole power to dispose or to direct the disposition of 0 |
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(iv) |
Shared power to dispose or to direct the disposition of 234,328,476 |
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CUSIP No. 110448107 |
Page 6 of 7 |
13G/A |
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Instruction. For computations regarding securities
which represent a right to acquire an underlying security see §240.13d-3(d)(1).
Item 5. Ownership of Five Percent or Less of
a Class.
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner
of more than five percent of the class of securities, check the following ☐.
Instruction. Dissolution of a group requires a response
to this item.
Item 6. Ownership of More than Five Percent
on Behalf of Another Person.
Not Applicable
Item 7. Identification and Classification of
the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
Not Applicable
Item 8. Identification and Classification of
Members of the Group.
Not Applicable
Item 9. Notice of Dissolution of Group.
Not Applicable
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |
CUSIP No. 110448107 |
Page 7 of 7 |
13G/A |
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After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true, complete and correct.
Portfolio Services Ltd. |
01/26/2024
Date |
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/s/
Kenneth B. Dart
Signature |
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Kenneth
B. Dart, Director
Name/Title |
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Kenneth B. Dart |
01/26/2024
Date |
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/s/
Kenneth B. Dart
Signature |
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Kenneth
B. Dart, Director
Name/Title |
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Grafico Azioni British American Tobacco (NYSE:BTI)
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