| Tue 21 Oct 2008, 9:00 | | BTI - BRITISH AMERICAN TOBACCO p.l.c. - BAT Abridged Pre-Listing Statement |
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BTI - BRITISH AMERICAN TOBACCO p.l.c. - BAT Abridged Pre-Listing Statement
BRITISH AMERICAN TOBACCO p.l.c.
(Registered in England and Wales under the UK Companies Act 1985 with no.
03407696)
Share Code on the JSE Limited: BTI
Share Code on the LSE: BATS ISIN: GB0002875804
("BAT")
BAT ABRIDGED PRE-LISTING STATEMENT
THIS ANNOUNCEMENT DOES NOT CONSTITUTE A FULL PRE-LISTING STATEMENT AND IS NOT AN
INVITATION TO THE PUBLIC TO SUBSCRIBE FOR SHARES. IT HAS BEEN PREPARED FOR THE
PURPOSES OF PROVIDING INFORMATION ON BAT IN TERMS OF THE LISTINGS REQUIREMENTS
OF THE JSE LIMITED. FOR FURTHER INFORMATION SHAREHOLDERS ARE REFERRED TO THE
FULL PRE-LISTING STATEMENT DATED 21 OCTOBER 2008, WHICH IS AVAILABLE AS SET OUT
IN PARAGRAPH 5 HEREOF.
1. Introduction
The ordinary shares of BAT ("BAT Shares") are listed on the official list
of United Kingdom Listing Authority and are traded on the main market of
the London Stock Exchange for listed securities.
Compagnie Financiere Richemont S.A ("Richemont"), which currently holds an
indirect interest of approximately 19.4% in the Shares and Remgro Limited
("Remgro"), which currently holds an indirect interest of approximately
10.7% in the Shares, in both cases through R&R Holdings S.A. ("R&R"), have
proposed various restructurings that will result in their respective
shareholders becoming direct shareholders in BAT.
Shareholders are referred to the various documents released by Remgro and
Richemont for more details regarding the restructurings. Copies of these
documents can be obtained from www.remgro.com and www.richemont.com.
BAT had previously agreed with R&R, if requested, to obtain a secondary
listing on the JSE Limited ("JSE") in order to facilitate the
restructurings. This request was made on 7 August 2008 and BAT has
therefore applied for a secondary listing on the JSE.
The Issuer Services Division of the JSE has granted a secondary listing by
way of an introduction of all of the issued BAT Shares in the tobacco
sector of the main board of the JSE under the abbreviated name BATS and
trading code BTI, with effect from the commencement of trading on the JSE
on Tuesday, 28 October 2008.
2. Share capital
On the commencement of the listing, the authorised share capital of BAT
will be GBP775,000,000 divided into 2,858,265,349 ordinary shares of 25
pence each and 241,734,651 convertible redeemable preference shares of 25
pence each. The issued share capital will be GBP506,255,453.50 divided
into 2,025,021,814 ordinary shares of 25 pence each with a share premium of
GBP56,000,000, all shares ranking pari passu.
3. BAT overview
BAT is one of the world`s leading tobacco groups, with brands sold in more
than 180 markets and a strong position in more than 50 markets. In its
financial year ended 31 December 2007, BAT`s subsidiaries produced some 684
billion cigarettes in 47 cigarette factories located in 40 markets. Four of
these and two separate factories also manufacture cigars, roll-your-own and
pipe tobacco. BAT manages a portfolio with over 300 brands including the
four `Global Drive Brands`: Dunhill, Kent, Lucky Strike and Pall Mall. Much
of the growth of the leading brands is driven by product innovation
relating to filters, flavours, packaging and cigarette formats. In 2007,
the BAT group`s revenue was GBP10,018 million and its profit from
operations before exceptional items was GBP3,003 million.
BAT has a significant interest in tobacco leaf growing, working with
thousands of farmers internationally. During 2007, the BAT group employed
approximately 53,900 people worldwide. The BAT group`s workforce is
strongly multicultural and the BAT group has a decentralised structure,
with each local company having a significant degree of autonomy and
responsibility for its operations.
BAT was incorporated on 23 July 1997 and registered as an external company
in South Africa on 13 October 2008.
4. Directors
The names, business address and functions of the directors of BAT are set
out below.
Name Function
Executive
Paul Adams Chief Executive
Ben Stevens Finance Director
Nicandro Durante Chief Operating Officer;
Director, America-Pacific
Non-Executive
Jan du Plessis Chairman
Karen de Segundo Independent Non-Executive
Director
Robert Lerwill Independent Non-Executive
Director
Dr Ana Maria Llopis Independent Non-Executive
Director
Christine Morin-Postel Independent Non-Executive
Director
Anthony Ruys Independent Non-Executive
Director
Sir Nicholas Scheele Senior Independent Non-
Executive Director
Matthys Visser Non-Executive Director
The business address of the directors of BAT is Globe House, 4 Temple
Place, London WC2R 2PG, United Kingdom.
5. Copies
The full Pre-listing statement is available only in English and copies
thereof may be obtained during normal business hours from Tuesday, 21
October 2008, at the following addresses:
- BAT`s representative office in South Africa, 34 Alexander Street,
Stellenbosch, 7600, South Africa;
- J.P. Morgan Equities Limited, 1 Fricker Road, Illovo, 2196, South
Africa;
- UBS South Africa (Proprietary) Limited, 64 Wierda Road East, Wierda
Valley, 2196, South Africa; and
- Werksmans Incorporated, 155 5th Street, Sandown, Sandton, 2196, South
Africa.
The full Pre-listing statement is also available on www.bat.com.
21 October 2008
Joint sponsors: JPMorgan Equities and UBS South Africa (Proprietary) Limited
South African legal advisers: Werksmans and Edward Nathan Sonnenbergs
English legal advisers: Herbert Smith LLP
US legal advisers: Cravath Swaine & Moore LLP
Auditors: PricewaterhouseCoopers LLP
Date: 21/10/2008 09:00:10 Produced by the JSE SENS Department.
