TIDMBATS
RNS Number : 7672H
British American Tobacco PLC
31 July 2023
PRESS RELEASE
British American Tobacco Announces $2.9bn Capped Debt Tender
Offer
London, United Kingdom; July 31, 2023 - British American Tobacco
p.l.c. ("BAT") announces today that B.A.T Capital Corporation, a
corporation incorporated in the State of Delaware ("BATCAP"),
Reynolds American Inc., a corporation incorporated in the State of
North Carolina ("RAI") and B.A.T. International Finance p.l.c., a
public limited company incorporated under the laws of England and
Wales ("BATIF" and, together with BATCAP and RAI, the "Offerors"),
wholly owned subsidiaries of BAT, have commenced debt tender offers
to purchase (the "Tender Offers") for cash in concurrently
commenced but separate offers (each, an "Offer" and, collectively,
the "Offers") the outstanding notes of the series described in the
table below (the "Securities") in four separate pools (each, a
"Pool" and, together, the "Pools") for an Aggregate Purchase Price
(as defined in the Offer to Purchase) (excluding Accrued Interest
(as defined in the Offer to Purchase)) for (i) both Offerors and
all series of Securities within Pool 1 of up to $635,000,000, (ii)
all Offerors and all series of Securities within Pool 2 of up to
$750,000,000, (iii) both Offerors and both series of Securities
within Pool 3 of up to $365,000,000 and (iv) both Offerors and both
series of Securities within Pool 4 of up to $1,150,000,000, in each
case based on the respective order of priority (the "Acceptance
Priority Level") for such series within such Pool, as set forth in
the table below. The Offers are subject to the relevant Pool
Maximum Tender Amounts (as such amount may be increased or
decreased) (as set out in the tables below) and subject to any
relevant Sub-Cap (as set out in the table below).
Issuer
of Fixed
Security Title Principal Acceptance Early Bloomberg Spread Total
/ of Amount Priority Tender Reference Reference (basis Consideration
Offeror Security Outstanding CUSIP/ISIN Level Sub-Cap(4) Premium(2) Security Page/Screen points) (2)(3)
---------------- ----------------- ------------------ ----------------- ----------------- ------------------ ----------------- ---------------- ------------------ -------------- ---------------------
Pool 1 Notes - Offers subject to the Pool 1 Maximum Tender Amount of $635,000,000(1)
----------------- ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
7.250%
Guaranteed UKT 0.125% To be determined
Notes due due January as described
BATIF 2024 GBP500,000,000 XS0352062995 1 N/A GBP50 31, 2024 FIT GLT0-10 45 herein
3.222% UST 2.375% To be determined
Notes due 05526DAZ8/ due August as described
BATCAP 2024 $2,500,000,000 US05526DAZ87 2 N/A $50 15, 2024 FIT4 25 herein
2.789% UST 3.25% To be determined
Notes due 05526DBG9/ due August as described
BATCAP 2024 $1,000,000,000 US05526DBG97 3 N/A $50 31, 2024 FIT4 45 herein
Pool 2 Notes - Offers subject to the Pool 2 Maximum Tender Amount of $750,000,000(1)
----------------- ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
05530QAK6/
3.950% US05530QAK67/ UST 4.75% To be determined
Notes due G08820CH6/ due July as described
BATIF 2025 $1,500,000,000 USG08820CH69 1 $700,000,000(4) $50 31, 2025 FIT1 60 herein
2.125%
Guaranteed UKT 0.625% To be determined
Notes due due June as described
BATCAP 2025 GBP450,000,000 XS1664647499 2 GBP150,000,000(4) GBP50 7, 2025 FIT GLT0-10 115 herein
4.450% UST 4.75% To be determined
Notes due 761713BG0/ due July as described
RAI 2025 $2,500,000,000 US761713BG06 3 N/A $50 31, 2025 FIT1 60 herein
Pool 3 Notes - Offers subject to the Pool 3 Maximum Tender Amount of $365,000,000(1)
----------------- ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
4.000%
Guaranteed UKT 1.50% To be determined
Notes due due July as described
BATIF 2026 GBP650,000,000 XS0969309847 1 N/A GBP50 22, 2026 FIT GLT0-10 130 herein
3.215% UST 4.50% To be determined
Notes due 05526DBJ3/ due July as described
BATCAP 2026 $1,000,000,000 US05526DBJ37 2 N/A $50 15, 2026 FIT1 65 herein
Pool 4 Notes - Offers subject to the Pool 4 Maximum Tender Amount of $1,150,000,000(1)
----------------- ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
3.557% UST 4.125% To be determined
Notes due 05526DBB0/ due July as described
BATCAP 2027 $3,500,000,000 US05526DBB01 1 $1,100,000,000(4) $50 31, 2028 FIT1 100 herein
2027
BATIF
1.250% Notes
Guaranteed Interpolated To be determined
Notes due Mid-Swap IRSB EU as described
BATIF 2027 EUR800,000,000 XS1203859928 2 EUR155,000,000(4) EUR50 Rate <GO>(5) 25 herein
(1) To determine whether the applicable Pool Maximum Tender Amount has been reached, where
required, we will convert the applicable Aggregate Purchase Price payable with respect to
the Securities validly tendered into U.S. Dollars using the applicable exchange rate described
in the Offer to Purchase under "The Terms of the Offers-Pool Maximum Tender Amounts; Sub-Caps;
Acceptance Priority Levels and Proration." Pool Maximum Tender Amounts represent the maximum
Aggregate Purchase Price payable (excluding Accrued Interest) for the relevant series of Securities
within the relevant Pool. Pool Maximum Tender Amounts and Sub-Caps may be increased or decreased.
(2) Per $1,000, GBP1,000 or EUR1,000, as applicable, principal amount of Securities validly
tendered at or prior to the Early Tender Deadline and accepted for purchase.
(3) For the avoidance of doubt, the Early Tender Premium is included within the Total Consideration
(which, in the case of all Securities, will be calculated using the Fixed Spread over the
relevant Reference Yield as described herein), and is not in addition to the Total Consideration.
In addition, Holders whose Securities are accepted for purchase will also receive Accrued
Interest on such Securities.
(4) Each Sub-Cap, as set out in the table above, represents the maximum aggregate principal
amount of Securities that shall be purchased by the applicable Offeror (as set forth below),
subject to the applicable Pool Maximum Tender Amount. Pool Maximum Tender Amounts and Sub-Caps
may be increased or decreased.
(5) Pricing Source: BGN.
The amount of each series of Securities in the relevant Pool
that is purchased is subject to the relevant Pool Maximum Tender
Amount and any relevant Sub-Cap. In each Pool, the amount of each
series of Securities that is purchased will be determined in
accordance with the acceptance priority levels specified in the
table above (the "Acceptance Priority Level"), with 1 being the
highest Acceptance Priority Level and 3 being the lowest Acceptance
Priority Level, with respect to Pool 1, with 1 being the highest
Acceptance Priority Level and 3 being the lowest Acceptance
Priority Level, with respect to Pool 2, with 1 being the highest
Acceptance Priority Level and 2 being the lowest Acceptance
Priority Level, with respect to Pool 3, and with 1 being the
highest Acceptance Priority Level and 2 being the lowest Acceptance
Priority Level, with respect to Pool 4.
Subject to the Pool 2 Maximum Tender Amount, the maximum
aggregate principal amount to be purchased by the applicable
Offeror for (i) the 3.950% Notes due 2025 (the "2025 BATIF Notes")
issued by BATIF will be $700,000,000 (the "2025 BATIF Notes
Sub-Cap") and (ii) the 2.125% Notes due 2025 (the "2025 BATCAP
Notes") issued by BATCAP will be GBP150,000,000 (the "2025 BATCAP
Notes Sub-Cap" and, together with the 2025 BATIF Notes Sub-Cap,
each a "Pool 2 Sub-Cap" or, collectively, the "Pool 2
Sub-Caps").
Subject to the Pool 4 Maximum Tender Amount, the maximum
aggregate principal amount to be purchased by the applicable
Offeror for (i) the 3.557% Notes due 2027 (the "2027 BATCAP Notes")
issued by BATCAP will be $1,100,000,000 (the "2027 BATCAP Notes
Sub-Cap") and (ii) the 1.250% Notes due 2027 (the "2027 BATIF
Notes") issued by BATIF will be EUR155,000,000 (the "2027 BATIF
Notes Sub-Cap" and, together with the 2027 BATCAP Notes Sub-Cap,
each a "Pool 4 Sub-Cap" or, collectively, the "Pool 4 Sub-Caps"
and, together with the Pool 2 Sub-Caps, the "Sub-Caps").
The Tender Offers are being made upon and are subject to the
terms and conditions set forth in the Offer to Purchase, dated July
31, 2023, including the Financing Condition (as defined below). The
Tender Offers will expire at 5:00 p.m., New York City time, on
August 28, 2023, unless extended or earlier terminated (the
"Expiration Date"). Tenders of Securities may be withdrawn at any
time at or prior to 5:00 p.m., New York City time, on August 11,
2023, but may not be withdrawn thereafter, unless the Offerors are
required by applicable law to permit withdrawal.
The applicable Total Consideration or Tender Offer Consideration
(as defined below) to be paid for each series of Securities
accepted for purchase will be determined at 10:00 a.m., New York
City time, on the business day following the Early Tender Deadline
(as defined below) (as it may be extended, the "Price Determination
Date"), which is expected to be August 14, 2023. The applicable
Total Consideration or Tender Offer Consideration to be paid for
the Securities will be determined in the manner described in the
Offer to Purchase by reference to the applicable fixed spread over
the applicable reference yield of the applicable Reference Security
specified in the table above.
Holders of Securities who validly tender and not withdraw their
Securities at or prior to 5:00 p.m., New York City time, on August
11, 2023 (unless extended, the "Early Tender Deadline") and whose
Securities are accepted for purchase will receive the applicable
Total Consideration, which includes the applicable early tender
premium specified in the table above (the "Early Tender Premium").
Holders of Securities who validly tender their Securities following
the Early Tender Deadline and at or prior to the Expiration Date
and whose Securities are accepted for purchase will only receive
the applicable "Tender Offer Consideration," which is equal to the
applicable Total Consideration minus the applicable Early Tender
Premium.
The applicable Total Consideration or Tender Offer Consideration
for Securities denominated in U.S. Dollars, Sterling and Euro will
be paid in U.S. Dollars, Sterling and Euro, respectively.
Acceptance of Securities with reference to the relevant Pool
Maximum Tender Amount will be determined subject to the currency
conversion methods described in the Offer to Purchase.
In addition to the applicable Total Consideration or Tender
Offer Consideration, as the case may be, accrued and unpaid
interest from and including the most recent interest payment date
applicable to the relevant series of Securities up to, but not
including, the applicable Settlement Date will be paid in cash on
all validly tendered Securities accepted for purchase.
Even if the relevant Pool Maximum Tender Amount is not reached
as of the Early Tender Deadline, subject to any relevant Sub-Cap,
Securities within a Pool validly tendered and not validly withdrawn
at or prior to the Early Tender Deadline will be accepted for
purchase in priority to Securities within such Pool tendered
following the Early Tender Deadline even if such Securities
tendered following the Early Tender Deadline have a higher
Acceptance Priority Level than Securities within such Pool tendered
at or prior to the Early Tender Deadline.
Securities within a Pool of a series may be subject to proration
if the aggregate principal amount of the Securities of such series
validly tendered and not validly withdrawn would cause any Pool
Maximum Tender Amount or any relevant Sub-Cap to be exceeded.
Furthermore, if any Pool Maximum Tender Amount is reached as of the
Early Tender Deadline, holders who validly tender Securities within
the relevant Pool following the Early Tender Deadline will not have
any of their Securities accepted for purchase unless the relevant
Pool Maximum Tender Amount is increased. If a relevant Sub-Cap is
reached as of the Early Tender Deadline, holders who validly tender
2025 BATIF Notes, 2025 BATCAP Notes, 2027 BATCAP Notes or 2027
BATIF Notes, as applicable, following the Early Tender Deadline
will not have any such Securities accepted for purchase unless the
applicable Sub-Cap is increased.
Each Offeror's obligation to accept for payment and pay for the
Securities validly tendered in the Tender Offers is subject to the
satisfaction or waiver of the conditions described in the Offer to
Purchase, including the completion by BATCAP and BATIF prior to the
Early Settlement Date (as defined below) (which is expected to be
August 16, 2023) or the Expiration Date, as applicable, of one or
more offerings of debt securities, on terms and subject to
conditions satisfactory to the Offerors in their sole discretion,
that result in aggregate net proceeds sufficient to pay (i) the
applicable Total Consideration or the applicable Tender Offer
Consideration, and the applicable accrued but unpaid interest, with
respect to validly tendered Securities for an aggregate purchase
price of up to the applicable Pool Maximum Tender Amount (each as
may be increased or decreased), and (ii) all fees and expenses
related to the Tender Offers (collectively, the "Financing
Condition").
The Tender Offers are being undertaken to optimize the BAT
Group's debt capital structure. Securities that are accepted in the
Tender Offers will be purchased by the applicable Offeror and
retired and cancelled and will no longer remain outstanding
obligations of the applicable Offeror.
Payment for Securities that are validly tendered and not validly
withdrawn at or prior to the Early Tender Deadline and accepted for
purchase will be made as soon as reasonably practicable following
the Early Tender Deadline (such date, the "Early Settlement Date").
The Offerors expect that the Early Settlement Date will be August
16, 2023, the second business day after the Price Determination
Date. Payment for Securities that are validly tendered following
the Early Tender Deadline but at or prior to the Expiration Date
and accepted for purchase will be made promptly following the
Expiration Date (such date, the "Final Settlement Date"). The
Offerors expect that the Final Settlement Date will be August 30,
2023, the second business day after the Expiration Date, assuming
the relevant Pool Maximum Tender Amount of Securities within the
such Pool is not purchased on the Early Settlement Date.
The Tender Offers may be amended, extended, terminated or
withdrawn in whole or with respect to any series of Securities
without amending, extending, terminating or withdrawing the Tender
Offers with respect to any other series of Securities. The Tender
Offers are not conditioned on any minimum amount of Securities
being tendered. The Offerors reserve the right, subject to
applicable law, to: (i) waive any and all conditions to the Tender
Offers; (ii) extend or terminate the Tender Offers; (iii) increase
or decrease any Pool Maximum Tender Amount or any Sub-Cap; or (iv)
otherwise amend the Tender Offers in any respect.
Deutsche Bank Securities Inc., Deutsche Bank AG, London Branch,
Goldman Sachs & Co. LLC and Merrill Lynch International are
acting as Dealer Managers in connection with the Tender Offers. The
information and tender agent is Global Bondholder Services
Corporation. Copies of the Offer to Purchase and related offering
materials are available via the Tender Offers website at
http://gbsc-usa.com/bat/ or by contacting the information and
tender agent in New York at +1 (212) 430-3774 (banks and brokers)
or +1 (855) 654-2015 (all others) or by email at
contact@gbsc-usa.com. Questions regarding the Tender Offers should
be directed to Deutsche Bank Securities Inc. at +1 (866) 627-0391
(U.S. Toll Free), Deutsche Bank AG, London Branch at +44 20 7545
8011, Goldman Sachs & Co. LLC at +44 207 774 4836 (Europe) or
+1 (800) 828-3182 (U.S. Toll Free) or Merrill Lynch International
at +44 207 996 5420 (Europe) or +1 (888) 292-0070 (U.S. Toll Free)
or by email at DG.LM-EMEA@bofa.com.
This announcement is for informational purposed only and shall
not constitute an offer to sell, a solicitation to buy or an offer
to purchase or sell any securities. The Tender Offers are being
made only pursuant to the Offer to Purchase and only in such
jurisdictions as is permitted under applicable law. Please see the
Offer to Purchase for certain important information on offer
restrictions applicable to the Tender Offers.
Forward-Looking Statements
Statements included in this announcement and the Offer to
Purchase regarding the future expectations of BAT and its
subsidiaries (the "BAT Group"), beliefs, plans, objectives,
financial conditions, assumptions or future events or performance
that are not historical facts are forward-looking statements,
including "forward-looking" statements made within the meaning of
the U.S. Private Securities Litigation 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, our results of operations,
financial condition, liquidity, prospects, growth, strategies and
the economic and business circumstances occurring from time to time
in the countries and markets in which the BAT Group operates. 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 and performance to differ
materially from those currently anticipated. Among the key factors
that could cause actual results to differ materially from those
projected in the forward-looking statements are uncertainties
related to the following: the impact of competition from illicit
trade; the impact of adverse domestic or international legislation
and regulation; the inability to develop, commercialise and deliver
the Group's New Categories strategy; adverse litigation and dispute
outcomes and the effect of such outcomes on the Group's financial
condition; the impact of significant increases or structural
changes in tobacco, nicotine and New Categories related taxes;
translational and transactional foreign exchange rate exposure;
changes or differences in domestic or international economic or
political conditions; the ability to maintain credit ratings and to
fund the business under the current capital structure; the impact
of serious injury, illness or death in the workplace; adverse
decisions by domestic or international regulatory bodies; changes
in the market position, businesses, financial condition, results of
operations or prospects of the Group; direct and indirect adverse
impacts associated with Climate Change and the move towards a
Circular Economy; and Cyber Security caused by the heightened
cyber-threat landscape, the increased digital interactions with
consumers and changes to regulation; and risks related to other
factors discussed or incorporated by reference in the Offer to
Purchase, including in the section captioned "Risks and
uncertainties" in the 2023 Half-Year Report and the sections
captioned "Group Principal Risks" and "Group Risk Factors" in the
2022 Form 20-F.
Past performance is no guide to future performance and persons
needing advice should consult an independent financial adviser. The
forward-looking statements in this announcement reflect knowledge
and information available at the date of the document and the BAT
Group 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. All subsequent
written or oral forward-looking statements attributable to BAT or
any person acting on its behalf are expressly qualified in their
entirety by the cautionary statements contained or referred to in
this section of the announcement.
United Kingdom
The communication of the Offer to Purchase by the Offerors and
any other documents or materials relating to the Offers is not
being made, and such documents and/or materials have not been
approved, by an authorized person for the purposes of section 21 of
the Financial Services and Markets Act 2000 (the "FSMA").
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 is exempt from the restriction on financial promotions
under section 21 of the FSMA on the basis that it is only directed
at and may be communicated to (1) those persons who are existing
members or creditors of the Offerors or other persons within
Article 43 of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, and (2) any other persons to whom
these documents and/or materials may lawfully be communicated.
Belgium
The Tender Offers do not constitute a public offering within the
meaning of Articles 3, --1, 1deg and 6, --1, of the Belgian
Takeover Law. The Tender Offers are exclusively conducted under
applicable private placement exemptions and has therefore not been,
and will not be, notified to, and neither this Offer to Purchase
nor any other document or material relating to the Tender Offers
have been, or will be, approved by the Belgian Financial Services
and Markets Authority (Autorité des Services et Marchés Financiers
/Autoriteit voor Financiële Diensten en Markten). Accordingly, the
Tender Offers, this Offer to Purchase, any memorandum, information
circular, brochure or any similar documents relating to the Tender
Offers may not be advertised, offered or distributed, directly or
indirectly, to any person located and/or resident in Belgium other
than to persons who qualify as "Qualified Investors" in the meaning
of Article 2(e) of the Prospectus Regulation, as referred to in
Article 6, --3 of the Belgian Takeover Law, and who is acting for
its own account, or in other circumstances which do not constitute
a public offering in Belgium pursuant to the Belgian Takeover Law.
This Offer to Purchase has been issued only for the personal use of
the above Qualified Investors and exclusively for the purpose of
the Tender Offers. Accordingly, the information contained herein
may not be used for any other purpose or disclosed to any other
person in Belgium.
France
The Tender Offers are not being made, directly or indirectly, to
the public in France. Neither this Offer to Purchase nor any other
documents or offering materials relating to the Tender Offers, has
been or shall be distributed to the public in France and only (i)
qualified investors (investisseurs qualifiés) acting for their own
account, other than individuals, and/or (ii) legal entities whose
total assets exceed EUR5 million, or whose annual turnover exceeds
EUR5 million, or whose managed assets exceed EUR5 million or whose
average annual headcount exceeds 50, acting for their own account,
all as defined in, and in accordance with, Article 2(e) of the
Prospectus Regulation and Articles L.341-2, L.411-2, D.341-1 and
D.411-1 of the French Code monétaire et financier, are eligible to
participate in the Tender Offers. This Offer to Purchase has not
been submitted to the clearance procedures (visa) of the Autorité
des marchés financiers.
Italy
None of the Tender Offers, this Offer to Purchase or any other
documents or materials relating to the Tender Offers has been or
will be submitted to the clearance procedure of the CONSOB,
pursuant to applicable Italian laws and regulations.
The Tender Offers are being carried out in Italy as exempted
offers pursuant to article 101-bis, paragraph 3-bis of the
Financial Services Act and article 35-bis, paragraph 4 of CONSOB
Regulation No. 11971 of May 14, 1999, as amended. Holders or
beneficial owners of the Securities that are a resident of and/or
located in Italy can tender the Securities for purchase through
authorized persons (such as investment firms, banks or financial
intermediaries permitted to conduct such activities in Italy in
accordance with the Financial Services Act, CONSOB Regulation No.
20307 of February 15, 2018, as amended, and Legislative Decree No.
385 of September 1, 1993, as amended) and in compliance with
applicable laws and regulations and with any 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 Tender Offers.
Enquiries:
Investor Relations
Victoria Buxton/Amy Chamberlain/John Harney/Jane Henderson
+44 20 7845 2012/1124/1263/1117
Press Office
+44 (0) 20 7845 2888 (24 hours) | @BATPlc
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END
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(END) Dow Jones Newswires
July 31, 2023 08:26 ET (12:26 GMT)
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