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 7 being the lowest Acceptance Priority Level,
subject to the Maximum Tender Amount.
The Tender Offers are being made
upon and are subject to the terms and conditions set forth in the
Offer to Purchase, dated April 15, 2024 (the "Offer to Purchase").
Terms not defined in this announcement have the meanings given to
them in the Offer to Purchase.
The Tender Offers will expire at
5:00 p.m., New York City time, on May 13, 2024, 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may be withdrawn at any time at or prior to 5:00 p.m., New York
City time, on April 26, 2024, but may not be withdrawn thereafter,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) (such time and date,
as the same may be extended, the "Price Determination Date"), which
is expected to be April 29, 2024. 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 sum of the applicable fixed spread
and the applicable reference yield of the applicable Reference
Security or the 2045 Notes Interpolated Mid-Swap Rate, each as
specified in the table above (such sum being annualized in the case
of the Sterling Securities).
Holders of Securities who validly
tender and not withdraw their Securities at or prior to 5:00 p.m.,
New York City time, on April 26, 2024 (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 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.
If the Maximum Tender Amount is not
reached as of the Early Tender Deadline, Securities validly
tendered and not validly withdrawn at or prior to the Early Tender
Deadline will be accepted for purchase in priority to Securities
tendered following the Early Tender Deadline even if such
Securities tendered following the Early Tender Deadline have a
higher Acceptance Priority Level than Securities tendered at or
prior to the Early Tender Deadline.
Securities 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 the Maximum Tender Amount to be exceeded.
Furthermore, if the Maximum Tender Amount is reached as of the
Early Tender Deadline, holders who validly tender Securities
following the Early Tender Deadline will not have any of their
Securities accepted for purchase unless the Maximum Tender Amount
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.
The Tender Offers are being
undertaken to optimize the BAT Group's debt capital structure, with
the Offerors using available liquidity to reduce gross and net debt
in an efficient manner. 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 May 1, 2024, 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 May 15, 2024, the second business day after the
Expiration Date, assuming the Maximum Tender Amount of Securities
is not reached 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 the Maximum Tender
Amount; or (iv) otherwise amend the Tender Offers in any
respect.
Citigroup Global Markets Limited,
Merrill Lynch International, NatWest Markets Plc and SMBC Nikko
Capital Markets Limited 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 https://www.gbsc-usa.com/bata/
or by contacting the information and tender agent in New York at +1
(212) 430-3774 (banks and brokers) or +1 (855) 654-2014 (U.S.
Toll-Free) or by email at contact@gbsc-usa.com. Questions regarding
the Tender Offers should be directed to Citigroup Global Markets
Limited at +44 20 7986 8969 (London) or +1 (800) 558-3745 (U.S.
Toll-Free) or +1 (212) 723-6106 (U.S.) or by email at
liabilitymanagement.europe@citi.com, Merrill Lynch International at
+44 207 996 5420 (Europe) or +1 (888) 292-0070 (U.S. Toll Free) or
+1 (980) 387-3907 (U.S.) or by email at DG.LM-EMEA@bofa.com,
NatWest Markets at +44 20 7678 5222 (London) or +1 (800) 231-5380
(U.S. Toll Free) or +1 (203) 897 6166 (U.S.) or by email at
NWMliabilitymanagement@natwestmarkets.com or SMBC Nikko Capital
Markets Limited at +44 204 507 5043 or by email at
liability.management@smbcnikko-cm.com.
This announcement is for
informational purposes 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.
This announcement is released by BAT
and contains information that qualifies as inside information for
the purposes of Article 7 of the Market Abuse Regulation (EU) No
596/2014 as it forms part of United Kingdom domestic law ("MAR"),
encompassing information relating to the Tender Offers described
above. For the purposes of MAR, this announcement is made by
Caroline Ferland, Company Secretary.
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 BAT Group's New Categories strategy;
the impact of supply chain disruptions; adverse litigation and
dispute outcomes and the effect of such outcomes on the BAT 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 BAT
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 and 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 sections
captioned "Group Principal Risks" and "Group Risk Factors" in the
2023 Form 20-F (as defined in the Offer to Purchase).
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 and the Offer to Purchase 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 this
announcement, the Offer to Purchase and any other documents or
materials relating to the Tender Offers 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 (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 only be communicated
to (1) those persons who are existing members or creditors of the
Offerors or other persons falling within Article 43 of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005, as amended (the "Financial Promotion Order") and (2) any
other persons to whom these documents and/or materials may
otherwise lawfully be communicated under the Financial Promotion
Order.
Belgium
The Tender Offers do not constitute
a public offering within the meaning of Articles 3, §1, 1° and 6,
§1, of the Belgian Takeover Law. The Tender Offers are exclusively
conducted under applicable private placement exemptions and have
therefore not been, and will not be, notified to, and none of this
announcement, the Offer to Purchase and 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 announcement,
the 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 announcement and the Offer to Purchase have 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 and therein 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. This
announcement, the Offer to Purchase and any other documents or
offering materials relating to the Tender Offers have only been,
and shall only be, distributed in France toqualified investors
(investisseurs qualifiés)
as defined in Article 2(e) of the Prospectus Regulation. None of
this announcement, the Offer to Purchase and any other documents or
offering materials has been or will be submitted to the clearance
procedures (visa) of the
Autorité des marchés
financiers.
Italy
None of the Tender Offers, this
announcement, the 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 (0) 20 7845
2012/1124/1263/1117
|
|
|
Press Office
|
|
+44 (0) 20 7845 2888 (24 hours) |
@BATPlc
|